AMENDED AND RESTATED

                                   BY-LAWS OF

                               PS FINANCIAL, INC.

                                    ARTICLE I

                                  STOCKHOLDERS

Section 1. Annual Meeting.

     An annual  meeting of the  stockholders,  for the  election of directors to
succeed those whose terms expire and for the  transaction of such other business
as may properly  come before the meeting,  shall be held at such place,  on such
date, and at such time as the Board of Directors shall each year fix.

Section 2. Special Meetings.

     Subject  to the rights of the  holders of any class or series of  preferred
stock of the  Corporation,  special  meetings of stockholders of the Corporation
may be called only by the Board of Directors pursuant to a resolution adopted by
a majority of the total number of directors which the Corporation  would have if
there  were no  vacancies  on the Board of  Directors  (hereinafter  the  "Whole
Board").

Section 3. Notice of Meetings.

     Written  notice  of the  place,  date,  and  time  of all  meetings  of the
stockholders  shall be given, not less than ten nor more than 60 days before the
date on which the meeting is to be held, to each stockholder entitled to vote at
such meeting,  except as otherwise  provided herein or required by law (meaning,
here and  hereinafter,  as required  from time to time by the  Delaware  General
Corporation Law or the Certificate of Incorporation of the Corporation).

     When a meeting is adjourned to another place, date or time,  written notice
need not be given of the adjourned  meeting if the place,  date and time thereof
are  announced  at the  meeting  at which the  adjournment  is taken;  provided,
however,  that if the date of any  adjourned  meeting is more than 30 days after
the date for which the meeting was originally  noticed,  or if a new record date
is fixed for the adjourned  meeting,  written notice of the place, date and time
of the adjourned meeting shall be given in conformity herewith. At any adjourned
meeting,  any business may be transacted which might have been transacted at the
original meeting.

Section 4. Quorum.

     At any meeting of the  stockholders,  the holders of at least  one-third of
all of the  shares of the stock  entitled  to vote at the  meeting,  present  in
person or by proxy, shall constitute a quorum for all purposes, unless or except
to the extent that the presence of a larger number may be required by law. Where
a separate  vote by a class or classes is required,  a majority of the shares

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<PAGE>

of such class or  classes,  present  in person or  represented  by proxy,  shall
constitute  a quorum  entitled to take action with  respect to that vote on that
matter.

     If a quorum shall fail to attend any  meeting,  the chairman of the meeting
or the  holders of a majority  of the shares of stock  entitled  to vote who are
present,  in person or by proxy, may adjourn the meeting to another place,  date
or time.

     If a notice of any adjourned special meeting of stockholders is sent to all
stockholders  entitled to vote thereat,  stating that it will be held with those
present  constituting a quorum,  then except as otherwise required by law, those
present at such  adjourned  meeting shall  constitute a quorum,  and all matters
shall be determined by a majority of the votes cast at such meeting.

Section 5. Organization.

     Such  person  as the  Board of  Directors  may have  designated  or, in the
absence of such a person,  the  President of the  Corporation  or, in his or her
absence, such person as may be chosen by the holders of a majority of the shares
entitled to vote who are present, in person or by proxy, shall call to order any
meeting of the stockholders  and act as chairman of the meeting.  In the absence
of the Secretary of the Corporation,  the secretary of the meeting shall be such
person as the chairman appoints.

Section 6. Conduct of Business.

     (a) The chairman of any meeting of  stockholders  shall determine the order
of business and the procedure at the meeting,  including such  regulation of the
manner of voting and the conduct of discussion as seem to him or her in order.

     (b) At any annual meeting of the stockholders,  only such business shall be
conducted  as shall  have  been  brought  before  the  meeting  (i) by or at the
direction  of  the  Board  of  Directors  or  (ii)  by  any  stockholder  of the
Corporation  who is entitled to vote with respect  thereto and who complies with
the  notice  procedures  set forth in this  Section  6(b).  For  business  to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered or mailed to and received
at the  principal  executive  offices of the  Corporation  not less than 70 days
prior to the  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 20 days or  delayed by more than 60 days from such  anniversary  date,
notice by the  stockholder  to be timely  must be so  delivered  by the close of
business on the later of (i) the 70th day prior to such  annual  meeting or (ii)
the 10th day following the earlier of the day on which notice of the date of the
annual meeting is mailed or the day on which a public  announcement  of the date
of such meeting is first made. A stockholder's notice to the Secretary shall set
forth as to each matter  such  stockholder  proposes to bring  before the annual
meeting (i) a brief description of the business desired to be brought before the
annual  meeting  and the  reasons  for  conducting  such  business at the annual
meeting,  (ii) the name and address, as they appear on the Corporation's  books,
of the  stockholder  who proposed such  business,  (iii) the class and number of
shares of the  Corporation's  capital stock that are beneficially  owned by such
stockholder and (iv) any material interest of such stockholder in such business.
Notwithstanding  anything in these By-laws to the contrary, no business shall be

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<PAGE>

brought before or conducted at an annual  meeting except in accordance  with the
provisions of this Section 6(b). The officer of the  Corporation or other person
presiding over the annual meeting shall, if the facts so warrant,  determine and
declare to the meeting that business was not properly brought before the meeting
in accordance  with the provisions of this Section 6(b) and, if he or she should
so  determine,  he shall so  declare to the  meeting  and any such  business  so
determined  to  be  not  properly  brought  before  the  meeting  shall  not  be
transacted.

     At any special  meeting of the  stockholders,  only such business  shall be
conducted as shall have been brought  before the meeting by or at the  direction
of the Board of Directors.

     (c) Only persons who are nominated in accordance  with the  procedures  set
forth in these By-laws shall be eligible for election as directors.  Nominations
of persons for election to the Board of Directors of the Corporation may be made
at a meeting of stockholders at which directors are to be elected only (i) by or
at the  direction of the Board of Directors  or (ii) by any  stockholder  of the
Corporation  entitled to vote for the  election of  directors at the meeting who
complies  with the  notice  procedures  set  forth in this  Section  6(c).  Such
nominations,  other  than  those  made by or at the  direction  of the  Board of
Directors,  shall be made by timely  notice in writing to the  Secretary  of the
Corporation.  To be timely, a stockholder's  notice shall be delivered or mailed
to and received at the principal  executive  offices of the Corporation not less
than 70 days prior to the date of the meeting;  provided,  however,  that in the
event  that less than 80 days'  notice  of the date of the  meeting  is given to
stockholders,  notice by the  stockholder  to be timely must be so received  not
later than the close of  business on the 10th day  following  the earlier of (i)
the day on which  such  notice of the date of the  meeting is mailed or (ii) the
day on which a public  announcement  of the date of the  meeting is first  made.
Such  stockholder'  s notice  shall set forth  (i) as to each  person  whom such
stockholder proposes to nominate for election or re-election 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 Securities  Exchange Act of 1934,
as amended  (including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected);  and (ii) as to
the stockholder giving the notice:  (x) the name and address,  as they appear on
the  Corporation's  books,  of such  stockholder and (y) the class and number of
shares of the  Corporation's  capital stock that are beneficially  owned by such
stockholder.  At the request of the Board of Directors,  any person nominated by
the Board of Directors for election as a director shall furnish to the Secretary
of the Corporation that information  required to be set forth in a stockholder's
notice of nomination which pertains to the nominee.  No person shall be eligible
for election as a director of the  Corporation  unless  nominated in  accordance
with the  provisions of this Section  6(c).  The officer of the  Corporation  or
other person presiding at the meeting shall, if the facts so warrant,  determine
that a nomination was not made in accordance  with such provisions and, if he or
she  should so  determine,  he or she shall so declare  to the  meeting  and the
defective nomination shall be disregarded.

Section 7. Proxies and Voting.

     At any meeting of the stockholders,  every stockholder entitled to vote may
vote in  person  or by proxy  authorized  by an  instrument  in  writing  (or as
otherwise  permitted  under  applicable  law)  by the  stockholder  or his  duly
authorized  attorney-in-fact  filed in accordance with the procedure established
for the meeting. Proxies solicited on behalf of the management shall be

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<PAGE>

voted as directed by the  stockholder  or in the absence of such  direction,  as
determined  by a majority  of the Board of  Directors.  No proxy  shall be valid
after eleven  months from the date of its  execution  except for a proxy coupled
with an interest.

     Each  stockholder  shall have one vote for every share of stock entitled to
vote which is  registered in his or her name on the record date for the meeting,
except as otherwise  provided herein or in the Certificate of  Incorporation  of
the Corporation or as required by law.

     All voting,  including  on the election of directors  but  excepting  where
otherwise required by law, may be by a voice vote; provided,  however, that upon
demand therefore by a stockholder  entitled to vote or his or her proxy, a stock
vote shall be taken.  Every  stock vote shall be taken by ballot,  each of which
shall  state  the  name of the  stockholder  or  proxy  voting  and  such  other
information as may be required under the procedure  established for the meeting.
Every  vote  taken by ballot  shall be counted  by an  inspector  or  inspectors
appointed by the chairman of the meeting.

     All elections  shall be  determined  by a plurality of the votes cast,  and
except  as  otherwise  required  by law or as  provided  in the  Certificate  of
Incorporation,  all other matters shall be determined by a majority of the votes
cast.

Section 8. Stock List.

     The officer who has charge of the stock transfer  books of the  Corporation
shall  prepare and make, in the time and manner  required by  applicable  law, a
list of  stockholders  entitled to vote and shall make such list  available  for
such purposes,  at such places, at such times and to such persons as required by
applicable  law. The stock  transfer  books shall be the only evidence as to the
identity of the stockholders  entitled to examine the stock transfer books or to
vote in person or by proxy at any meeting of stockholders.

Section 9. Consent of Stockholders in Lieu of Meeting.

     Subject  to the rights of the  holders of any class or series of  preferred
stock of the  Corporation,  any action  required or permitted to be taken by the
stockholders  of the  Corporation  must be effected  at a duly called  annual or
special  meeting of  stockholders  of the Corporation and may not be effected by
any consent in writing by such stockholders.

Section 10. Inspectors of Election

     The Board of Directors  shall,  in advance of any meeting of  stockholders,
appoint one or more persons as inspectors of election,  to act at the meeting or
any adjournment  thereof and make a written report  thereof,  in accordance with
applicable law.

                                   ARTICLE II

                               BOARD OF DIRECTORS

Section 1. General Powers Number and Term of Office


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<PAGE>

     The  business and affairs of the  Corporation  shall be managed by or under
the  direction of the Board of  Directors.  The number of directors  shall be as
provided for in the Certificate of  Incorporation.  The Board of Directors shall
annually  elect a Chairman of the Board and a  President  from among its members
and shall  designate,  when  present,  either the  Chairman  of the Board or the
President to preside at its meetings.

     The  directors,  other than those who may be elected by the  holders of any
class or series of  preferred  stock,  shall be divided into three  classes,  as
nearly equal in number as  reasonably  possible,  with the term of office of the
first  class  to  expire  at the  conclusion  of the  first  annual  meeting  of
stockholders, the term of office of the second class to expire at the conclusion
of the annual meeting of stockholders one year thereafter and the term of office
of the  third  class to  expire  at the  conclusion  of the  annual  meeting  of
stockholders two years  thereafter,  with each director to hold office until his
or her  successor  shall have been duly  elected and  qualified.  At each annual
meeting of  stockholders,  commencing with the first annual  meeting,  directors
elected to succeed  those  directors  whose terms  expire shall be elected for a
term of office to expire at the third succeeding  annual meeting of stockholders
after  their  election,  with  each  director  to hold  office  until his or her
successor shall have been duly elected and qualified.

Section 2. Vacancies and Newly Created Directorships.

     Subject  to the rights of the  holders of any class or series of  preferred
stock then outstanding,  newly created directorships resulting from any increase
in the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation,  retirement,  disqualification,  removal from
office or other  cause may be filled  only by a majority  vote of the  directors
then in office,  though less than a quorum,  and  directors so chosen shall hold
office for a term expiring at the annual  meeting of  stockholders  at which the
term of office of the class to which they have been elected  expires,  and until
such  director's  successor  shall  have been duly  elected  and  qualified.  No
decrease  in the number of  authorized  directors  constituting  the Board shall
shorten the term of any incumbent director.

Section 3. Regular Meetings.

     Regular  meetings of the Board of Directors  shall be held at such place or
places,  on such  date or dates,  and at such  time or times as shall  have been
established  by the Board of Directors and  publicized  among all  directors.  A
notice of each regular meeting shall not be required.

Section 4. Special Meetings.

     Special meetings of the Board of Directors may be called by one-third (1/3)
of the directors  then in office  (rounded up to the nearest whole number) or by
the President and shall be held at such place, on such date, and at such time as
they or he or she shall fix.  Notice of the place,  date,  and time of each such
special  meeting  shall be given to each  director  by whom it is not  waived by
mailing  written  notice  not less than  five  days  before  the  meeting  or by
telegraphing or telexing or by facsimile  transmission of the same not less than
twenty-four  (24) hours before the meeting.  Unless  otherwise  indicated in the
notice thereof, any and all business may be transacted at a special meeting.


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<PAGE>

Section 5. Quorum.

     At any  meeting of the Board of  Directors,  a majority  of the  authorized
number of directors then  constituting  the Board shall  constitute a quorum for
all purposes.  If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.

Section 6. Participation in Meetings By Conference Telephone.

     Members  of the  Board  of  Directors,  or of any  committee  thereof,  may
participate  in a meeting  of such  Board or  committee  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the meeting can hear each other and such  participation  shall
constitute presence in person at such meeting.

Section 7. Conduct of Business.

     At any meeting of the Board of Directors,  business  shall be transacted in
such  order and  manner as the  Board may from time to time  determine,  and all
matters shall be determined by the vote of a majority of the directors  present,
except as otherwise  provided  herein or required by law. Action may be taken by
the Board of Directors  without a meeting if all members thereof consent thereto
in  writing,  and the  writing  or  writings  are  filed  with  the  minutes  of
proceedings of the Board of Directors.

Section 8. Powers.

     The Board of Directors may, except as otherwise  required by law,  exercise
all such powers and do all such acts and things as may be  exercised  or done by
the  Corporation,  including,  without limiting the generality of the foregoing,
the unqualified power:

     (1) To declare dividends from time to time in accordance with law;

     (2) To purchase or otherwise acquire any property,  rights or privileges on
such terms as it shall determine;

     (3) To authorize the creation,  making and issuance, in such form as it may
determine,  of written  obligations of every kind,  negotiable or nonnegotiable,
secured or unsecured, and to do all things necessary in connection therewith;

     (4) To remove any officer of the  Corporation  with or without  cause,  and
from time to time to devolve the powers and duties of any officer upon any other
person for the time being;

     (5) To confer  upon any  officer of the  Corporation  the power to appoint,
remove and suspend subordinate officers, employees and agents;

     (6) To adopt from time to time such stock, option, stock purchase, bonus or
other  compensation plans for directors,  officers,  employees and agents of the
Corporation and its subsidiaries as it may determine;


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<PAGE>

     (7) To adopt  from  time to time  such  insurance,  retirement,  and  other
benefit plans for directors,  officers,  employees and agents of the Corporation
and its subsidiaries as it may determine; and

     (8) To adopt from time to time  regulations,  not  inconsistent  with these
By-laws, for the management of the Corporation's business and affairs.

Section 9. Compensation of Directors.

     Directors,  as such,  may receive,  pursuant to  resolution of the Board of
Directors,  fixed fees and other  compensation  for their services as directors,
including,  without  limitation,  their services as members of committees of the
Board of Directors.

                                   ARTICLE III

                                   COMMITTEES

Section 1. Committees of the Board of Directors.

     The Board of Directors,  by a vote of a majority of the Board of Directors,
may from time to time  designate  committees  of the Board,  with such  lawfully
delegable powers and duties as it thereby  confers,  to serve at the pleasure of
the Board and shall,  for those  committees and any others  provided for herein,
elect a director or directors to serve as the member or members, designating, if
it desires,  other directors as alternate  members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so designated
may  exercise  the power and  authority  of the Board of  Directors to declare a
dividend,  to  authorize  the  issuance  of stock or to adopt a  certificate  of
ownership and merger pursuant to Section 253 of the Delaware General Corporation
Law  if  the  resolution  which  designated  the  committee  or  a  supplemental
resolution  of the  Board of  Directors  shall so  provide.  In the  absence  or
disqualification  of any member of any committee and any alternate member in his
or her place, the member or members of the committee  present at the meeting and
not  disqualified  from  voting,  whether or not he or she or they  constitute a
quorum,  may by unanimous vote appoint  another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified member.

Section 2. Conduct of Business.

     Each  committee  may  determine  the  procedural   rules  for  meeting  and
conducting  its  business  and  shall  act in  accordance  therewith,  except as
otherwise  provided herein or required by law. Adequate  provision shall be made
for notice to members of all  meetings;  one-third  (1/3) of the  members  shall
constitute a quorum unless the committee shall consist of one or two members, in
which event one member  shall  constitute  a quorum;  and all  matters  shall be
determined by a majority vote of the members present. Action may be taken by any
committee  without a meeting if all members  thereof consent thereto in writing,
and the writing or writings  are filed with the  minutes of the  proceedings  of
such committee.


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<PAGE>

Section 3. Nominating Committee.

     The Board of  Directors  may appoint a  Nominating  Committee of the Board,
consisting of not less than three  members,  one of which shall be the President
if,  and only so long as,  the  President  remains  in office as a member of the
Board of Directors.  The Nominating Committee shall have authority (i) to review
any  nominations for election to the Board of Directors made by a stockholder of
the  Corporation  pursuant to Section  6(c)(ii) of Article I of these By-laws in
order to  determine  compliance  with such By-law and (ii) to  recommend  to the
Whole Board  nominees for  election to the Board of  Directors to replace  those
directors whose terms expire at the annual meeting of stockholders next ensuing.

                                   ARTICLE IV

                                    OFFICERS

Section 1. Generally.

     (a) The Board of Directors as soon as may be  practicable  after the annual
meeting of  stockholders  shall choose a President,  a Secretary and a Treasurer
and from time to time may choose such other officers as it may deem proper.  The
President shall be chosen from among the directors. Any number of offices may be
held by the same person.

     (b) The term of  office  of all  officers  shall be until  the next  annual
election of officers and until their respective  successors are chosen,  but any
officer  may be removed  from  office at any time by the  affirmative  vote of a
majority of the authorized  number of directors then  constituting  the Board of
Directors.

     (c) All  officers  chosen by the Board of  Directors  shall  each have such
powers and duties as generally pertain to their respective  offices,  subject to
the specific  provisions of this Article IV. Such officers  shall also have such
powers  and  duties  as from  time to time  may be  conferred  by the  Board  of
Directors or by any committee thereof.

Section 2. President.

     The  President  shall be the chief  executive  officer and,  subject to the
control of the Board of Directors,  shall have general power over the management
and oversight of the administration and operation of the Corporation' s business
and general  supervisory power and authority over its policies and affairs.  The
President  shall see that all orders and  resolutions  of the Board of Directors
and of any committee thereof are carried into effect.

     Each meeting of the  stockholders  and of the Board of  Directors  shall be
presided  over by such officer as has been  designated by the Board of Directors
or, in his absence, by such officer or other person as is chosen at the meeting.
The  Secretary  or, in the  Secretary's  absence,  the  General  Counsel  of the
Corporation or such officer as has been designated by the Board of Directors or,
in his  absence,  such  officer  or other  person  as is  chosen  by the  person
presiding, shall act as secretary of each such meeting.


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<PAGE>

Section 3. Vice President.

     The Vice President or Vice Presidents,  if any, shall perform the duties of
the President in his absence or during his  disability to act. In addition,  the
Vice  Presidents  shall  perform  the duties  and  exercise  the powers  usually
incident to their respective  offices and/or such other duties and powers as may
be properly  assigned to them from time to time by the Board of  Directors,  the
Chairman of the Board or the President.

Section 4. Secretary.

     The  Secretary or an Assistant  Secretary  shall issue notices of meetings,
shall keep their minutes, shall have charge of the seal and the corporate books,
shall  perform such other  duties and exercise  such other powers as are usually
incident to such  offices  and/or such other  duties and powers as are  properly
assigned  thereto by the Board of  Directors,  the  Chairman of the Board or the
President.

Section 5. Treasurer.

     The  Treasurer  shall  have  charge of all  monies  and  securities  of the
Corporation, other than monies and securities of any division of the Corporation
which has a treasurer or financial  officer appointed by the Board of Directors,
and shall keep regular books of account.  The funds of the Corporation  shall be
deposited in the name of the  Corporation  by the  Treasurer  with such banks or
trust  companies or other  entities as the Board of Directors  from time to time
shall  designate.  The Treasurer shall sign or countersign  such  instruments as
require his signature, shall perform all such duties and have all such powers as
are usually  incident to such office  and/or such other duties and powers as are
properly assigned to him by the Board of Directors, the Chairman of the Board or
the President, and may be required to give bond, payable by the Corporation, for
the faithful  performance  of his duties in such sum and with such surety as may
be required by the Board of Directors.

Section 6. Assistant Secretaries and Other Officers.

     The Board of Directors may appoint one or more  assistant  secretaries  and
one or more assistant treasurers, or one appointee to both such positions, which
officers shall have such powers and shall perform such duties as are provided in
these  By-laws  or as may be  assigned  to them by the Board of  Directors,  the
Chairman of the Board or the President.

Section 7. Action with Respect to Securities of Other Other Corporations

     Unless otherwise  directed by the Board of Directors,  the President or any
officer of the Corporation  authorized by the President shall have power to vote
and otherwise act on behalf of the  Corporation,  in person or by proxy,  at any
meeting of  stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise  any and all rights and powers  which this  Corporation  may possess by
reason of its ownership of securities in such other Corporation.


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<PAGE>

                                    ARTICLE V

                                      STOCK

Section 1. Certificates of Stock.

     Each  stockholder  shall be entitled to a certificate  signed by, or in the
name of the  Corporation  by,  the  President  or a Vice  President,  and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
certifying  the  number  of  shares  owned  by  him  or  her.  Any or all of the
signatures on the certificate may be by facsimile.

Section 2. Transfers of Stock.

     Transfers  of stock  shall be made  only  upon  the  transfer  books of the
Corporation  kept  at  an  office  of  the  Corporation  or by  transfer  agents
designated to transfer  shares of the stock of the  Corporation.  Except where a
certificate  is  issued  in  accordance  with  Section  4 of  Article V of these
By-laws,  an outstanding  certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefore.

Section 3. Record Date.

     In order that the  Corporation may determine the  stockholders  entitled to
notice of or to vote at any meeting of  stockholders,  or to receive  payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any  change,  conversion  or  exchange  of stock or for the
purpose of any other  lawful  action,  the Board of  Directors  may fix a record
date,  which  record  date shall not  precede  the date on which the  resolution
fixing the record date is adopted  and which  record date shall not be more than
60 nor less than ten days  before the date of any meeting of  stockholders,  nor
more  than 60 days  prior  to the time for such  other  action  as  hereinbefore
described;  provided,  however,  that if no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice of or
to vote at a meeting of  stockholders  shall be at the close of  business on the
day next preceding the day on which notice is given or, if notice is waived,  at
the close of business on the day next  preceding the day on which the meeting is
held,  and,  for  determining  stockholders  entitled to receive  payment of any
dividend or other  distribution or allotment of rights or to exercise any rights
of change,  conversion or exchange of stock or for any other purpose, the record
date  shall  be at the  close  of  business  on the day on  which  the  Board of
Directors adopts a resolution relating thereto.

     A determination  of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the  meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

Section 4. Lost, Stolen or Destroyed Certificates

     In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such  regulations as the Board of
Directors may establish  concerning proof of such loss, theft or destruction and
concerning the giving of a satisfactory bond or bonds of indemnity.


                                                                   Oct. 21, 1998


<PAGE>

Section 5. Regulations.

     The issue,  transfer,  conversion and registration of certificates of stock
shall be  governed  by such  other  regulations  as the Board of  Directors  may
establish.

                                   ARTICLE VI

                                     NOTICES

Section 1. Notices.

     Except as otherwise  specifically  provided  herein or required by law, all
notices required to be given to any stockholder,  director, officer, employee or
agent shall be in writing and may in every instance be effectively given by hand
delivery  to the  recipient  thereof,  by  depositing  such  notice in the mail,
postage  paid,  by sending  such  notice by prepaid  telegram  or mailgram or by
sending such notice by facsimile machine or other electronic  transmission.  Any
such notice shall be addressed to such stockholder,  director, officer, employee
or agent at his or her last known  address  as the same  appears on the books of
the Corporation.  The time when such notice is received,  if hand delivered,  or
dispatched,  if  delivered  through  the mail,  by  telegram  or  mailgram or by
facsimile  machine or other  electronic  transmission,  shall be the time of the
giving of the notice.

Section 2. Waivers.

     A written waiver of any notice, signed by a stockholder, director, officer,
employee  or  agent,  whether  before  or after  the time of the event for which
notice is to be given,  shall be deemed  equivalent to the notice required to be
given to such stockholder,  director,  officer,  employee or agent.  Neither the
business nor the purpose of any meeting need be specified in such a waiver.

                                   ARTICLE VII

                                  MISCELLANEOUS

Section 1. Facsimile Signatures.

     In addition to the  provisions  for use of facsimile  signatures  elsewhere
specifically authorized in these By-laws, facsimile signatures of any officer or
officers of the  Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

Section 2. Corporate Seal.

     The Board of Directors may provide a suitable seal,  containing the name of
the Corporation, which seal shall be in the charge of the Secretary. If and when
so directed by the Board of Directors or a committee thereof,  duplicates of the
seal may be kept and  used by the  Treasurer  or by an  Assistant  Secretary  or
Assistant Treasurer.


                                                                   Oct. 21, 1998


<PAGE>

Section 3. Reliance upon Books. Reports and Records.

     Each  director,  each member of any  committee  designated  by the Board of
Directors,  and each officer of the Corporation shall, in the performance of his
or her  duties,  be fully  protected  in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or  statements  presented to the  Corporation  by any of its officers or
employees,  or  committees  of the Board of Directors so  designated,  or by any
other person as to matters  which such director or committee  member  reasonably
believes are within such other person' s professional  or expert  competence and
who has been selected with reasonable care by or on behalf of the Corporation.

Section 4. Fiscal Year.

     The  fiscal  year of the  Corporation  shall be as  fixed  by the  Board of
Directors.

Section 5. Time Periods.

     In applying any provision of these  By-laws  which  requires that an act be
done or not be done a specified  number of days prior to an event or that an act
be done  during  a period  of a  specified  number  of days  prior to an  event,
calendar  days shall be used,  the day of the doing of the act shall be excluded
and the day of the event shall be included.

                                  ARTICLE VIII

                                   AMENDMENTS

     The  By-laws of the  Corporation  may be  adopted,  amended or  repealed as
provided  in  Article  SEVENTH  of  the  Certificate  of  Incorporation  of  the
Corporation.


                                                                   Oct. 21, 1998