F&M BANCORP
                                      BY-LAWS

                                    ARTICLE 1.
                                   STOCKHOLDERS

SECTION 1.01. Annual Meeting.  The Corporation shall hold an annual meeting of 
its stockholders to elect directors and transact any other business within its 
powers, either at 10:00 a.m. on the second Tuesday of April in each year if 
not a legal holiday, or at such other time on such other day falling on or 
before the 30th day thereafter as shall be set by the Board of Directors. 
Except as the Charter or statute provides otherwise, any business may be 
considered at an annual meeting without the purpose of the meeting having been 
specified in the notice.  Failure to hold an annual meeting does not invalidate
the Corporation's existence or affect any otherwise valid corporate acts.

SECTION 1.02. Special Meeting.  At any time in the interval between annual 
meetings, a special meeting of the stockholders may be called by the Chairman of
the Board or the President or by a majority of the Board of Directors by vote at
a meeting or in writing (addressed to the Secretary of the Corporation) with or 
without a meeting.  Special meetings of the stockholders shall be called by the 
Secretary at the request of the stockholders only on the written request of 
stockholders entitled to cast at least a majority of all the votes entitled to 
be cast at the meeting and then only as may be required by law.

SECTION 1.03. Place of Meetings.  Meetings of stockholders shall be held at 
such place in the United States as is set from time to time by the Board of 
Directors.  In the absence of such designation, the meetings shall be held at 
the main office of the Corporation.

SECTION 1.04. Notice of Meetings, Waiver of Notice.  Not less than ten nor more 
than 90 days before each stockholders' meeting, the Secretary shall give written
notice of the meeting to each stockholder entitled to vote at the meeting and 
each other stockholder entitled to notice of the meeting.  The notice shall 
state the time and place of the meeting and, if the meeting is a special 
meeting or notice of the purpose is required by statute, the purpose of the 
meeting.  Notice is given to a stockholder when it is personally delivered to 
him or her, left at his or her residence or usual place of business, or mailed 
to him or her at his or her address as it appears on the records of the 
Corporation.  Notwithstanding the foregoing provisions, each person who is 
entitled to notice waives notice if he or she before or after the meeting signs
a waiver of the notice which is filed with the records of stockholders' 
meetings, or is present at the meeting in person or by proxy.  A meeting of 
stockholders convened on the date for which it was called may be adjourned from 
time to time without prior notice to a date not more than 120 days after the 
original record date.

SECTION 1.05. Quorum; Voting.  Unless statute or the Charter provides otherwise,
at a meeting of stockholders the presence in person or by proxy of stockholders 
entitled to cast a majority of all the votes entitled to be cast at the meeting 
constitutes a quorum, and a majority of all the votes cast at a meeting at 
which a quorum is present is sufficient to approve any matter which properly 
comes before the meeting, except that a plurality of all the votes cast at a 
meeting at which a quorum is present is sufficient to elect a director.

SECTION 1.06. Adjournments.  Whether or not a quorum is present, a meeting of 
stockholders convened on the date for which it was called may be adjourned from 
time to time without further notice by a majority vote of the stockholders 
present in person or by proxy to a date not more than 120 days after the 
original record date.  Any business which might have been transacted at the 
meeting as originally notified may be deferred and transacted at any such 
adjourned meeting at which a quorum shall be present.

SECTION 1.07. General Right to Vote; Proxies. Unless the Charter provides for a
greater or lesser number of votes per share or limits or denies voting rights, 
each outstanding share of stock, regardless of class, is entitled to one vote 
on each matter submitted to a vote at a meeting of stockholders. In all 
elections for directors, each share of stock may be voted for as many 
individuals as there are directors to be elected and for whose election the 
share is entitled to be voted. A stockholder may vote the stock the stockholder 
owns of record either in person or by proxy. A stockholder may sign a writing 
authorizing another person to act as proxy. Signing may be accomplished by the 
stockholder or the stockholder's authorized agent signing the writing or causing
the stockholder's signature to be affixed to the writing by any reasonable 
means, including facsimile signature. A stockholder may authorize another 
person to act as proxy by transmitting, or authorizing the transmission of, a 
telegram, cablegram, datagram, or other means of electronic transmission to the 
person authorized to act as proxy or to a proxy solicitation firm, proxy support
service organization, or other person authorized by the person who will act as 
proxy to receive the transmission.  Unless a proxy provides otherwise, it is not
valid more than I 1 months after its date.  A proxy is revocable by a 
stockholder at any time without condition or qualification unless the proxy 
states that it is irrevocable and the proxy is coupled with an interest.  A 
proxy may be made irrevocable for so long as it is coupled with an interest.  
The interest with which a proxy may be coupled includes an interest in the stock
to be voted under the proxy or another general interest in the Corporation or 
its assets or liabilities.

SECTION 1.08. List of Stockholders.  At each meeting of stockholders, a full, 
true and complete list of all stockholders entitled to vote at such meeting, 
showing the number and class of shares held by each and certified by the 
transfer agent for such class or by the Secretary, shall be furnished by the 
Secretary.

SECTION 1.09. Conduct of Business. Nominations of persons for election to the 
Board of Directors and the proposal of business to be considered by the 
stockholders may be made at an annual meeting of stockholders (a) pursuant to 
the Corporation's notice of meeting, (b) by or at the direction of the Board of 
Directors or (c) by any stockholder of the Corporation who was a stockholder of 
record at the time of giving notice provided for in Section 1.11, who is 
entitled to vote at the meeting and who complied with the notice procedures set 
forth in Section 1. 11. 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 in accordance with the procedures set forth in this 
Section and Section 1. II and, if any proposed nomination or business is not in 
compliance with this Section and Section 1. II, to declare that such defective 
nomination or proposal be disregarded.

SECTION 1.10. Conduct of Voting.  At all meetings of stockholders, unless the 
voting is conducted by inspectors, the proxies and ballots shall be received, 
and all questions touching the qualification of voters and the validity of 
proxies, the acceptance or rejection of votes and procedures for the conduct of 
business not otherwise specified by these By-Laws, the Charter or law, shall be 
decided or determined by the chairman of the meeting.  If demanded by 
stockholders, present in person or by proxy, entitled to cast 10% in number of 
votes entitled to be cast, or if ordered by the chairman, the vote upon any 
election or question shall be taken by ballot and, upon like demand or order, 
the voting shall be conducted by two inspectors, in which event the proxies and
ballots shall be received, and all questions touching the qualification of 
voters and the validity of proxies and the acceptance or rejection of votes 
shall be decided, by such inspectors.  Unless so demanded or ordered, no vote 
need be by ballot and voting need not be conducted by inspectors.  The 
stockholders at any meeting may choose an inspector or inspectors to act at such
meeting, and in default of such election the chairman of the meeting may appoint
an inspector or inspectors.  No candidate for election as a director at a 
meeting shall serve as an inspector thereat.

SECTION 1.11. Stockholder Proposals.  For any stockholder proposal to be 
presented in connection with an annual meeting of stockholders of the 
Corporation (other than proposals made under Rule 14a-8 of the Securities 
Exchange Act of 1934, as amended (the "Exchange Act")), including any proposal 
relating to the nomination of a director to be elected to the Board of 
Directors of the Corporation, the stockholders must have given timely notice 
thereof in writing to the Secretary of the Corporation.  To be timely, a 
stockholder's notice shall be delivered to the Secretary at the principal 
executive offices of the Corporation not less than 60 days nor more than 90 
days 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 
advanced by more than 30 days or delayed by more than 60 days from such 
anniversary date, notice by the stockholder to be timely must be so delivered 
not earlier than the 90th day prior to such annual meeting and not later than 
the close of business on the later of the 60th day prior to such annual meeting 
or the tenth day following the day on which public announcement of the date of 
such meeting is first made. Such stockholder's notice shall set forth (a) as 
to each person whom the stockholder 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, 
or is otherwise required, in each case pursuant to Regulation 14A under the 
Exchange Act (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 stockholder 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 stockholder and of the beneficial owner, if 
any, on whose behalf the proposal is made; and (c) as to the stockholder 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 stockholder, as they appear 
on the Corporation's books, and of such beneficial owner and (ii) the class and 
number of shares of stock of the Corporation which are owned beneficially and 
of record by such stockholders and such beneficial owner.

SECTION 1.12. Informal Action by Stockholders. Any action required or permitted
to be taken at a meeting of stockholders may be taken without a meeting if 
there is filed with the records of stockholders meetings an unanimous written 
consent which sets forth the action and is signed by each stockholder entitled 
to vote on the matter and a written waiver of any right to dissent signed by 
each stockholder entitled to notice of the meeting but not entitled to vote at 
it.


                                   ARTICLE II.
                                BOARD OF DIRECTORS

SECTION 2.01. Function of Directors. The business and affairs of the 
Corporation shall be managed under the direction of its Board of Directors. 
All powers of the Corporation may be exercised by or under authority of the 
Board of Directors, except as conferred on or reserved to the stockholders by 
statute or by the Charter or By-Laws.

SECTION 2.02. Number of Directors.  The Corporation shall have at least three 
directors; provided that, if there is no stock outstanding, the number of 
Directors may be less than three but not less than one, and, if there is stock 
outstanding and so long as there are less than three stockholders, the number 
of Directors may be less than three but not less than the number of 
stockholders. The Corporation shall have the number of directors provided in 
the Charter until changed as herein provided. A majority of the entire Board of
Directors may alter the number of directors set by the Charter to not exceeding
25 nor less than the minimum number then permitted herein, but the action may 
not affect the tenure of office of any director.

SECTION 2.03. Age Limitation of Directors. No person, except a person who was 
a director of Farmers and Mechanics National Bank on March 11, 1975, shall be 
eligible to stand for election as a director after attaining seventy (70) 
years of age.

SECTION 2.04. Election and Tenure of Directors. The directors shall be divided 
into three classes as nearly equal in number as possible.  At each successive 
annual meeting of stockholders, the holders of stock present in person or by 
proxy at such meeting and entitled to vote thereat shall elect members of each 
successive class to serve for three year terms and until their successors are 
elected and qualify.  If the number of directors is changed, any increase or 
decrease shall be apportioned among the classes so as to maintain the number 
of directors in each class as nearly equal as possible, and any additional 
director of any class shall, subject to Section 2.06, hold office for a term 
that shall coincide with the remaining term of that class, but in no case 
shall a decrease in the number of directors shorten the term of any incumbent 
director.

SECTION 2.05. Removal of Director.  Any director or the entire Board of 
Directors may be removed only in accordance with the provisions of the Charter.

SECTION 2.06. Vacancy on Board.  Subject to the rights of the holders of any 
class of stock separately entitled to elect one or more directors, the 
stockholders may elect a successor to fill a vacancy on the Board of Directors 
which results from the removal of a director.  A director elected by the 
stockholders to fill a vacancy which results from the removal of a director 
serves for the balance of the term of the removed director. Subject to the 
rights of the holders of any class of stock separately entitled to elect one 
or more directors, a majority of the remaining directors, whether or not 
sufficient to constitute a quorum, may fill a vacancy on the Board of Directors
which results from any cause except an increase in the number of directors, and
a majority of the entire Board of Directors may fill a vacancy which results 
from an increase in the number of directors. A director elected by the Board 
of Directors to fill a vacancy serves until the next annual meeting of 
stockholders and until his or her successor is elected and qualifies.

SECTION 2.07. Regular Meetings.  After each meeting of stockholders at which 
directors shall have been elected, the Board of Directors shall meet as soon
as practicable for the purpose of organization and the transaction of other 
business; and in the event that no other time is designated by the 
stockholders, the Board of Directors shall meet at 2:00 p.m. on the date of 
such stockholders meeting or immediately following the close of such meeting, 
whichever is later, on the day of such meeting. Such first regular meeting 
shall be held at the principal office of the Corporation.  No notice of such 
first meeting shall be necessary if held as hereinabove provided.  Any other 
regular meeting of the Board of Directors shall be held on such date and at 
any place as may be designated from time to time by the Board of Directors.

SECTION 2.08. Special Meetings. Special meetings of the Board of Directors may 
be called at any time by the Chairman of the Board or the President or by a 
majority of the Board of Directors by vote at a meeting, or in writing with or 
without a meeting. A special meeting of the Board of Directors shall be held on 
such date and at any place as may be designated from time to time by the Board 
of Directors. In the absence of designation such meeting shall be held at such 
place as may be designated in the call.

SECTION 2.09. Notice of Meeting.  Except as provided in Section 2.07, the 
Secretary shall give notice to each director of each regular and special 
meeting of the Board of Directors. The notice shall state the time and place 
of the meeting. Notice is given to a director when it is delivered personally 
to him, sent by mail, telephone, telegram, facsimile, or other electronic 
means by which receipt of notice can be verified, at least 24 hours before the
time of the meeting. Unless the By-Laws or a resolution of the Board of 
Directors provides otherwise, the notice need not state the business to be 
transacted at or the purposes of any regular or special meeting of the Board 
of Directors.  No notice of any meeting of the Board of Directors need be 
given to any director who attends except where a director attends a meeting 
for the express purpose of objecting to the transaction of any business 
because the meeting is not lawfully called or convened, or to any director who, 
in writing executed and filed with the records of the meeting either before or 
after the holding thereof, waives such notice.  Any meeting of the Board of 
Directors, regular or special, may adjourn from time to time to reconvene at 
the same or some other place, and no notice need be given of any such adjourned 
meeting other than by announcement.

SECTION 2.10. Action by Directors.  Unless statute or the Charter or By-Laws 
requires a greater proportion, the action of a majority of the directors 
present at a meeting at which a quorum is present is action of the Board of 
Directors.  A majority of the entire Board of Directors shall constitute a 
quorum for the transaction of business.  In the absence of a quorum, the 
directors present by majority vote and without notice other than by 
announcement may adjourn the meeting from time to time until 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. Any action required or permitted to be taken at a meeting 
of the Board of Directors may be taken without a meeting, if an unanimous 
written consent which sets forth the action is signed by each member of the 
Board and filed with the minutes of proceedings of the Board.

SECTION 2.11. Meeting by Conference Telephone.  Members of the Board of 
Directors may participate in a meeting by means of a conference telephone or 
similar communications equipment if all persons participating in the meeting 
can hear each other at the same time. Participation in a meeting by these 
means constitutes presence in person at a meeting.

SECTION 2.12. Compensation.  By resolution of the Board of Directors a fixed 
sum and expenses, if any, for attendance at each regular or special meeting of
the Board of Directors or of committees thereof, and other compensation for 
their services as such or on committees of the Board of Directors, may be paid 
to directors. A director who serves the Corporation in any other capacity also 
may receive compensation for such other services, pursuant to a resolution of 
the directors.

                                   ARTICLE III.
                                    COMMITTEES

SECTION 3.01. Committees.  The Board of Directors will appoint from among its 
members an Executive Committee, Compensation Committee, Audit Committee, 
Nominating Committee, and may appoint such other committees deemed necessary, 
composed of two or more directors and delegate to these committees any of the 
powers of the Board of Directors, except the power to authorize dividends on 
stock, elect directors, issue stock other than as provided in the next 
sentence, recommend to the stockholders any action which requires stockholder 
approval, amend these By-Laws, or approve any merger or share exchange which 
does not require stockholder approval. If the Board of Directors has given 
general authorization for the issuance of stock providing for or establishing
a method or procedure for determining the maximum number of shares to be 
issued, a committee of the Board, in accordance with that general 
authorization or any stock option or other plan or program adopted by the 
Board of Directors, may authorize or fix the terms of stock subject to 
classification or reclassification and the terms on which any stock may be 
issued, including all terms and conditions required or permitted to be 
established or authorized by the Board of Directors.

SECTION 3.02. Committee Procedure.  Each committee shall function in 
accordance with the charter established by that committee and ratified by the 
Board of Directors.  Regular meetings of each committee shall be held at such 
time as provided for herein and upon such notice as the committee shall 
determine. Special meetings of each committee may be held at any time and 
place upon the call of the Chairman of the Board, the President, the Chairman 
of the committee, or any two other members of the committee, and upon such 
notice as the committee may prescribe. A majority of the members of a 
committee shall constitute a quorum for the transaction of business and the 
act of a majority of those present at a meeting at which a quorum is present 
shall be the act of the committee. The members of a committee present at any 
meeting, whether or not they constitute a quorum, may appoint a director to act
in the place of an absent member. Any action required or permitted to be taken 
at a meeting of a committee may be taken without a meeting, if an unanimous 
written consent which sets forth the action is signed by each member of the 
committee and filed with the minutes of the committee.  Minutes of meetings of 
each committee shall be available to the Board of Directors.  The members of a 
committee may conduct any meeting thereof by conference telephone in 
accordance with the provisions of Section 2.1 1.

SECTION 3.03. Emergency.  In the event of a state of disaster of sufficient 
severity to prevent the conduct and management of the affairs and business of 
the Corporation by its directors and officers as contemplated by the Charter 
and these By-Laws, any two or more available members of the then incumbent 
Executive Committee shall constitute a quorum of that Committee for the full 
conduct and management of the affairs and business of the Corporation in 
accordance with the provisions of Section 3.01. In the event of the 
unavailability, at such time, of a minimum of two members of the then incumbent 
Executive Committee, the available directors shall elect an Executive Committee 
consisting of any two members of the Board of Directors, whether or not they be 
officers of the Corporation, which two members shall constitute the Executive 
Committee for the full conduct and management of the affairs of the Corporation 
in accordance with the foregoing provisions of this Section. This Section shall 
be subject to implementation by resolution of the Board of Directors passed 
from time to time for that purpose, and any provisions of these By-Laws (other 
than this Section) and any resolutions which are contrary to the provisions of 
this Section or to the provisions of any such implementary resolutions shall be 
suspended until it shall be determined by any interim Executive Committee 
acting under this Section that it shall be to the advantage of the Corporation 
to resume the conduct and management of its affairs and business under all the 
other provisions of these By-Laws.


                                    ARTICLE IV.
                                     OFFICERS

SECTION 4.01. Officers.  The Corporation shall have a President, Secretary, 
and Treasurer who will be elected by the Board of Directors. The Corporation 
may also have a Chairman of the Board and/or a Vice Chairman, if elected by the
directors, one or more Vice-Presidents, one or more Assistant Vice-Presidents,
one or more Assistant Secretaries, one or more Assistant Treasurers, and such 
other assistant and subordinate officers as are elected by the Board of 
Directors or appointed by the President. A person may hold more than one office 
in the Corporation but may not serve concurrently as both President and Vice-
President of the Corporation. The Chairman of the Board and/or Vice Chairman 
shall be a director, and the other officers may be directors.

SECTION 4.02. Chairman of the Board.  The Chairman of the Board, if one be 
elected, shall present at all meetings of the Board of Directors and of the 
stockholders at which he or she shall be present. He or she shall have and may
exercise such powers as are from time to time assigned by the Board of 
Directors.

SECTION 4.03. Vice Chairman of the Board. The Vice Chairman of the Board, if 
one be elected, shall in the absence of the Chairman of the Board and the 
President preside at all meetings of the Board of Directors and of the 
stockholders at which he or she shall be present.  He or she shall have and 
may exercise such powers as are from time to time assigned by the Board of 
Directors.

SECTION 4.04. President.  In the absence of the Chairman of the Board, the 
President shall preside at all meetings of the stockholders and of the Board of 
Directors at which he or she shall be present; shall have general charge and 
supervision of the assets and affairs of the Corporation; may sign and execute, 
in the name of the Corporation, all authorized deeds, mortgages, bonds, 
contracts or other instruments, except in cases in which the signing and 
execution thereof shall have been expressly delegated to some other officer or 
agent of the Corporation; and, in general, unless the Board of Directors so 
empowers another, shall perform such duties as are customarily performed by the 
chief executive officer of a corporation, and may perform such other duties as 
are from time to time assigned by the Board of Directors.

SECTION 4.05. Vice-Presidents.  The Vice- President or Vice-Presidents, at the 
request of the President or in his or her absence or during his or her 
inability to act, shall perform the duties and exercise the functions of the 
President, and when so acting shall have the powers of the President. If there 
be more than one Vice-President, the President or the Board of Directors may 
determine which one or more of the Vice-Presidents shall perform any of such 
duties or exercise any of such functions; otherwise any of the Vice-Presidents 
may perform any of such duties or exercise any of such functions.  The Vice-
President or Vice-Presidents shall have such other powers and perform such 
other duties, and have such additional descriptive designations in their titles 
(if any), as are from time to time assigned to them by the Board of Directors 
or the President.

SECTION 4.06. Secretary. The Secretary shall keep the minutes of the meetings 
of the stockholders, of the Board of Directors and of any committees, in books 
provided for the purpose; he or she shall see that all notices are duly given 
in accordance with the provisions of these By-Laws or as required by law; he 
or she shall be custodian of the records of the Corporation; he or she shall 
witness all documents on behalf of the Corporation, the execution of which is 
duly authorized, see that the corporate seal is affixed where such document is 
required or desired to be under its seal, and, when so affixed, may attest the 
same; and, in general, he or she shall perform all duties customarily performed 
by a secretary of a corporation, and shall perform such other duties and have 
such other powers as are from time to time assigned to him or her by the Board 
of Directors or the President.

SECTION 4.07. Treasurer.  The Treasurer shall have charge of and be responsible 
for all funds, securities, receipts and disbursements of the Corporation, and 
shall deposit, or cause to be deposited, in the name of the Corporation, all 
moneys or other valuable effects in such banks, trust companies or other 
depositories as shall, from time to time, be selected by the Board of 
Directors; he or she shall render to the President and to the Board of 
Directors, whenever requested, an account of the financial condition of the 
Corporation.  In general, he or she shall perform all the duties customarily 
performed by a treasurer of a corporation, and such other duties as are from 
time to time assigned to him by the Board of Directors or the President.

SECTION 4.08. Compensation.  The Board of Directors shall have power (which 
power will be delegated to the Compensation Committee, if one is formed) to fix 
the salaries and other compensation and remuneration, of whatever kind, of 
officers of the Corporation.  To the extent the Compensation Committee does not 
establish salaries for officers, the President will fix salaries for all other 
officers and employees of the Corporation and all subsidiaries.

SECTION 4.09. Tenure and Removal of Officers.  All officers serve at the 
pleasure of the Board of Directors. The Board of Directors may remove an 
officer or agent at any time and may delegate this power to the chief 
executive officer.


                                   ARTICLE V.
                                     STOCK

SECTION 5.01. Certificates for Stock.  Each stockholder is entitled to 
certificates which represent and certify the shares of stock he or she holds 
in the Corporation.  Each stock certificate shall include on its face the name 
of the corporation that issues it, the name of the stockholder or other person 
to whom it is issued, and the class of stock and number of shares it represents.
It shall be in such form, not inconsistent with law or with the Charter, as 
shall be approved by the Board of Directors or any officer or officers 
designated for such purpose by resolution of the Board of Directors. Each stock 
certificate shall be signed by the Chairman of the Board, the President, or a 
Vice-President, and countersigned by the Secretary, an Assistant Secretary, the 
Treasurer, or an Assistant Treasurer.  Each certificate may be sealed with the 
actual corporate seal or a facsimile of it or in any other form and the 
signatures may be either manual or facsimile signatures. A certificate is valid 
and may be issued whether or not an officer who signed it is still an officer 
when it is issued. . It shall also include on its face or back (a) a statement 
of any restrictions on transferability and (b) a statement which provides in 
substance that the Corporation will finish to any stockholder on request and 
without charge a full statement of the designations and any preferences, 
conversion and other rights, voting powers, restrictions, limitations as to 
dividends, qualifications, and terms and conditions of redemption of the stock 
of each class which the Corporation is authorized to issue, of the differences 
in the relative rights and preferences between the shares of each series of a 
preferred or special class in series which the Corporation is authorized to 
issue, to the extent they have been set, and of the authority of the Board of 
Directors to set the relative rights and preferences of subsequent series of a 
preferred or special class of stock and any restrictions on transferability.  
Such request may be made to the Secretary or to its transfer agent.  A 
certificate may not be issued until the stock represented by its is fully paid.

SECTION 5.02. Transfers.  The Board of Directors shall have power and 
authority to make such rules and regulations as it may deem expedient 
concerning the issue, transfer and registration of certificates of stock; and
may appoint transfer agents and registrars thereof.  The duties of transfer 
agent and registrar may be combined.

SECTION 5.03. Record Dates or Closing of Transfer Books. The Board of 
Directors may set a record date or direct that the stock transfer books be 
closed for a stated period for the purpose of making any proper determination 
with respect to stockholders, including which stockholders are entitled to 
notice of a meeting, vote at a meeting, receive a dividend, or be allotted 
other rights. The record date may not be prior to the close of business on the
day the record date is fixed nor, subject to Section 1.06, more than 90 days 
before the date on which the action requiring the determination will be taken; 
the transfer books may not be closed for a period longer than 20 days; and, in 
the case of a meeting of stockholders, the record date or the closing of the 
transfer books shall be at least ten days before the date of the meeting.

SECTION 5.04. Stock Ledger.  The Corporation shall maintain a stock ledger 
which contains the name and address of each stockholder and the number of 
shares of stock of each class which the stockholder holds. The stock ledger 
may be in written form or in any other form which can be converted within a 
reasonable time into written form for visual inspection.  The original or a 
duplicate of the stock ledger shall be kept at the offices of a transfer 
agent for the particular class of stock, or, if none, at the principal office 
in the State of Maryland or the principal executive offices of the Corporation.

SECTION 5.05. Certification of Beneficial Owners.  The Board of Directors may 
adopt by resolution a procedure by which a stockholder of the Corporation may 
certify in writing to the Corporation that any shares of stock registered in 
the name of the stockholder are held for the account of a specified person 
other than the stockholder.  The resolution shall set forth the class of 
stockholders who may certify; the purpose for which the certification may be 
made; the form of certification and the information to be contained in it; if 
the certification is with respect to a record date or closing of the stock 
transfer books, the time after the record date or closing of the stock transfer 
books within which the certification must be received by the Corporation; and 
any other provisions with respect to the procedure which the Board considers 
necessary or desirable.
On receipt of a certification which complies with the procedure adopted by the 
Board in accordance with this Section, the person specified in the 
certification is, for the purpose set forth in the certification, the holder 
of record of the specified stock in place of the stockholder who makes the 
certification.

SECTION 5.06. Lost Stock Certificates.  The Board of Directors of the 
Corporation may determine the conditions for issuing a new stock certificate 
in place of one which is alleged to have been lost, stolen, or destroyed, or 
the Board of Directors may delegate such power to any transfer agent, officer, 
or officers of the Corporation.  In their discretion, the Board of Directors 
or such officer or officers may require the owner of the certificate to give 
bond, with sufficient surety, to indemnify the Corporation against any loss or 
claim arising as a result of the issuance of a new certificate.  In their 
discretion, the Board of Directors or such officer or officers may refuse to 
issue such hew certificate save upon the order of some court having 
jurisdiction in the premises.


                                   ARTICLE VI.
                                     FINANCE

SECTION 6.01. Checks,, Drafts, Etc.  All checks, drafts and orders for the 
payment of money, notes and other evidences of indebtedness, issued in the 
name of the Corporation, shall, unless otherwise provided by resolution of 
the Board of Directors, be signed by the Chairman of the Board, President, a 
Vice-President, the Treasurer, the Secretary, or other assistant or 
subordinate officers.

SECTION 6.02. Annual Statement of affairs.  The President shall prepare 
annually a full and correct statement of the affairs of the Corporation, to
include a balance sheet and a financial statement of operations for the 
preceding fiscal year.  The statement of affairs shall be submitted at the 
annual meeting of the stockholders and, within 20 days after the meeting, 
placed on file at the Corporation's principal office.

SECTION 6.03. Fiscal Year.  The fiscal year of the Corporation shall be the 
twelve calendar months period ending December 31 in each year, unless 
otherwise provided by the Board of Directors.

SECTION 6.04. Dividends.  If declared by the Board of Directors at any meeting 
thereof, the Corporation may pay dividends on its shares in cash, property, or 
in shares of the capital stock of the Corporation, unless such dividend is 
contrary to law or to a restriction contained in the Charter.


                                   ARTICLE VII.
                                 INDEMNIFICATION

SECTION 7.01. Procedure.  Any indemnification, or payment of expenses in 
advance of the final disposition of any proceeding, shall be made promptly, 
and in any event within 60 days, upon the written request of the director or 
officer entitled to seek indemnification (the "Indemnified Party"). The right 
to indemnification and advances hereunder shall be enforceable by the 
Indemnified Party in any court of competent jurisdiction, if (i) the 
Corporation denies such request, in whole or in part, or (ii) no disposition 
thereof is made within 60 days.  The Indemnified Party's costs and expenses 
incurred in connection with successfully establishing his or her right to 
indemnification, in whole or in part, in any such action shall also be 
reimbursed by the Corporation. It shall be a defense to any action for advance
for expenses that (a) a determination has been made that the facts then known
to those making the determination would preclude indemnification or (b) the 
Corporation has not received both (i) an undertaking as required by law to 
repay such advances in the event it shall ultimately be determined that the 
standard of conduct has not been met and (ii) a written affirmation by the 
Indemnified Party of such Indemnified Party's good faith belief that the 
standard of conduct necessary for indemnification by the Corporation has been 
met.

SECTION 7.02. Exclusivity, Etc.  The indemnification and advance of expenses 
provided by the Charter and these By-Laws shall not be deemed exclusive of any 
other rights to which a person seeking indemnification or advance of expenses 
may be entitled under any law (common or statutory), or any agreement, vote of 
stockholders or disinterested directors or other provision that is consistent 
with law, both as to action in his or her official capacity and as to action 
in another capacity while holding office or while employed by or acting as 
agent for the Corporation, shall continue in respect of all events occurring 
while a person was a director or officer after such person has ceased to be a 
director or officer, and shall inure to the benefit of the estate, heirs, 
executors and administrators of such person.  The Corporation shall not be 
liable for any payment under this By-Law in connection with a claim made by a 
director or officer to the extent such director or officer has otherwise 
actually received payment under insurance policy, agreement, vote or otherwise, 
of the amounts otherwise indemnifiable hereunder. All rights to indemnification
and advance of expenses under the Charter of the Corporation and hereunder 
shall be deemed to be a contract between the Corporation and each director or 
officer of the Corporation who serves or served in such capacity at any time 
while this By-Law is in effect.  Nothing herein shall prevent the amendment of 
this By-Law, provided that no such amendment shall diminish the rights of any 
person hereunder with respect to events occurring or claims made before its 
adoption or as to claims made after its adoption in respect of events occurring 
before its adoption. Any repeal or modification of this By-Law shall not in any
way diminish any rights to indemnification or advance of expenses of such 
director or officer or the obligations of the Corporation arising hereunder 
with respect to events occurring, or claims made, while this By-Law or any 
provision hereof is in force.

SECTION 7.03. Severability; Definitions.  The invalidity or unenforceability 
of any provision of this Article VIII shall not affect the validity or 
enforceability of any other provision hereof. The phrase "this By-Law" in 
this Article VIII means this Article VIII in its entirety.


                                 ARTICLE VIII.
                               SUNDRY PROVISIONS

SECTION 8.01. Books and Records.  The Corporation shall keep correct and 
complete books and records of its accounts and transactions and minutes of 
the proceedings of its stockholders and Board of Directors and of any 
executive or other committee when exercising any of the powers of the Board 
of Directors.  The books and records of the Corporation may be in written 
form or in any other form which can be converted within a reasonable time into 
written form for visual inspection.  Minutes shall be recorded in written form 
but may be maintained in the form of a reproduction.  The original or a 
certified copy of these By-Laws shall be kept at the principal office of the 
Corporation.

SECTION 8.02. Corporate Seal.  The Board of Directors shall provide a suitable 
seal, bearing the name of the Corporation, which shall be in the charge of the 
Secretary. The Board of Directors may authorize one or more duplicate seals 
and provide for the custody thereof If the Corporation is required to place 
its corporate seal to a document, it is sufficient to meet the requirement of 
any law, rule, or regulation relating to a corporate seal to place the word 
(seal) adjacent to the signature of the person authorized to sign the document 
on behalf of the Corporation.

SECTION 8.03. Bonds.  The Board of Directors may require any officer, agent or 
employee of the Corporation to give a bond to the Corporation, conditioned 
upon the faithful discharge of his or her duties, with one or more sureties 
and in such amount as may be satisfactory to the Board of Directors.

SECTION 8.04. Voting Stock in Other Corporations.  Stock of other corporations 
or associations, registered in the name of the Corporation, may be voted by 
the President, a Vice-President, or a proxy appointed by either of them. The 
Board of Directors, however, may by resolution appoint some other person to 
vote such shares, in which case such person shall be entitled to vote such 
shares upon the production of a certified copy of such resolution.

SECTION 8.05. Communication.  Any notice or other document which is required 
by these By-Laws to be mailed shall be considered personally delivered when 
sent by United States mail, facsimile, or other electronic means.

SECTION 8.06. Execution of Documents.  All instruments or documents may 
executed, acknowledged, verified, delivered, or accepted on behalf of the 
Corporation by the President.  The President may grant specific or general 
authority relating to any signing, execution, acknowledgment, verification, 
delivery, or acceptance on behalf of the Corporation to other officers, 
employees, or agents.

SECTION 8.07. Amendments.  In accordance with the Charter, these By-Laws may 
be repealed, altered, amended or rescinded by the stockholders of the 
Corporation only by vote of not less than 80% of the outstanding shares of 
capital stock of the Corporation entitled to vote generally in the election of 
directors (considered for this purpose as one class) cast at a meeting of the 
stockholders called for that purpose (provided that notice of such proposed 
repeal, alteration, amendment or rescission is included in the notice of such 
meeting). In addition, the Board of Directors may repeal, alter, amend or 
rescind these By-Laws by vote of two-thirds of the Board of Directors at a 
legal meeting held in accordance with the provisions of these By-Laws.