<PAGE>

                                   EXHIBIT 3.2







                                     BY-LAWS


                                       OF


                             ABINGTON BANCORP, INC.












                                                           April, 2000


<PAGE>


                                    BY-LAWS
                                      OF
                            ABINGTON BANCORP, INC.


ARTICLE I

         Organization                                                      1

ARTICLE II

         Stockholders                                                      1
         SECTION 2.1  Annual Meeting.......................................1
         SECTION 2.2  Special Meetings.....................................1
         SECTION 2.3  Matters to be Considered at Annual Meetings..........2
         SECTION 2.4  Notice of Meetings...................................3
         SECTION 2.5  Quorum...............................................3
         SECTION 2.6  Voting and Proxies...................................3
         SECTION 2.7  Action at Meeting....................................4
         SECTION 2.8  Action without Meeting...............................4
         SECTION 2.9  Presiding Officer....................................4
         SECTION 2.10 Voting Procedures and Inspectors of Elections........4
         SECTION 2.11 Rescheduling of Meetings; Adjournments...............5

ARTICLE III

         Directors                                                         5
         SECTION 3.1  Powers...............................................5
         SECTION 3.2  Composition and Term.................................5
         SECTION 3.3  Director Nominations.................................6
         SECTION 3.4. Qualifications.......................................7
         SECTION 3.5  Resignation..........................................7
         SECTION 3.6  Removal..............................................7
         SECTION 3.7  Vacancies............................................7
         SECTION 3.8  Compensation.........................................7
         SECTION 3.9  Regular Meetings.....................................7
         SECTION 3.10 Special Meetings.....................................8
         SECTION 3.11 Notice of Special Meetings...........................8
         SECTION 3.12 Quorum...............................................8
         SECTION 3.13 Action at Meeting....................................8
         SECTION 3.14 Action by Consent....................................8
         SECTION 3.15 Presumption of Assent................................8
         SECTION 3.16 Committees...........................................9
         SECTION 3.17 Manner of Participation..............................9


                                       i


<PAGE>


ARTICLE IV

         Officers                                                          9
         SECTION 4.1  Enumeration..........................................9
         SECTION 4.2  Election.............................................9
         SECTION 4.3  Qualification........................................9
         SECTION 4.4  Tenure...............................................9
         SECTION 4.5  Removal.............................................10
         SECTION 4.6  Vacancies...........................................10
         SECTION 4.7  Chairman of the Board...............................10
         SECTION 4.8  Chief Executive Officer.............................10
         SECTION 4.9  President and Vice Presidents.......................10
         SECTION 4.10  Treasurer, Vice Treasurers, and
                       Assistant Treasurers...............................10
         SECTION 4.11  Clerk and Assistant Clerks.........................11
         SECTION 4.12  Secretary and Assistant Secretaries................11
         SECTION 4.13  Other Powers and Duties............................11

ARTICLE V

         Capital Stock                                                    11
         SECTION 5.1  Certificates of Stock...............................11
         SECTION 5.2  Transfers...........................................11
         SECTION 5.3  Record Holders......................................11
         SECTION 5.4  Record Date.........................................12
         SECTION 5.5  Replacement of Certificates.........................12
         SECTION 5.6  Issuance of Capital Stock...........................12
         SECTION 5.7  Dividends...........................................12

ARTICLE VI

         Indemnification                                                  12
         SECTION 6.1  Officers............................................12
         SECTION 6.2  Non-Officer Employees...............................12
         SECTION 6.3  Service at Direction of Board of Directors..........13
         SECTION 6.4  Good Faith..........................................13
         SECTION 6.5  Prior to Final Disposition..........................13
         SECTION 6.6  Notification and Defense of Claim.  ................13
         SECTION 6.7  Insurance...........................................14
         SECTION 6.8  Definitions.........................................14
         SECTION 6.9  Other Indemnification Rights........................14
         SECTION 6.10  Survival of Benefits...............................15
         SECTION 6.11  Subsequent Amendment.  ............................15
         SECTION 6.12  Merger or Consolidation.  .........................15
         SECTION 6.13  Subsequent Legislation.............................15

ARTICLE VII

         Miscellaneous Provisions                                         15
         SECTION 7.1  Fiscal Year.........................................15


                                      ii


<PAGE>


         SECTION 7.2  Seal................................................15
         SECTION 7.3  Execution of Instruments............................15
         SECTION 7.4  Voting of Securities................................15
         SECTION 7.5  Resident Agent......................................16
         SECTION 7.6  Corporation Records.................................16
         SECTION 7.7  Articles of Organization............................16
         SECTION 7.8  By-Law Amendments...................................16



                                      iii


<PAGE>


                                    BY-LAWS
                                      OF
                              ABINGTON BANCORP, INC.


                                    ARTICLE I

                                   ORGANIZATION

         The name of this Corporation shall be "Abington Bancorp, Inc."  The
Corporation shall have and may exercise all the powers, privileges and
authority, express, implied and incidental, now or hereafter conferred by
applicable law and the Corporation's Articles of Organization.

                                    ARTICLE II

                                   STOCKHOLDERS

         SECTION 2.1  ANNUAL MEETING.  The annual meeting of the
stockholders for elections and other purposes shall be held on the third
Tuesday in May at 10 a.m. (or if that be a legal holiday in the place where
the meeting is to be held, on the next succeeding full business day), at the
main office of the Corporation in Massachusetts, unless a different hour,
date or place within or without the United States is fixed by the Board of
Directors, the Chairman of the Board or the President.  If no annual meeting
has been held on the date fixed above, a special meeting in lieu thereof may
be held, and such special meeting shall have for the purposes of these
By-Laws or otherwise all the force and effect of an annual meeting.

         SECTION 2.2  SPECIAL MEETINGS.  Special meetings of stockholders
may be called by a majority of the Directors then in office (provided,
however, that if there is an Interested Stockholder, any such call by the
Board of Directors shall also require the affirmative vote of a majority of
the Continuing Directors then in office).  Special meetings shall be called
by the Clerk or in the case of the death, absence, incapacity or refusal of
the Clerk, by any other officer, upon written application of one or more
stockholders who hold at least (i) 66-2/3% in interest of the capital stock
entitled to vote at such meeting or (ii) such lesser percentage, if any, (but
not less than 40%) as shall be determined to be the maximum percentage which
the Corporation is permitted by applicable law to establish for the call of
such a meeting. Application to a court pursuant to Section 34(b) of Chapter
156B of the General Laws of the Commonwealth of Massachusetts requesting the
call of a special meeting of stockholders because none of the officers is
able and willing to call such a meeting may be made only by stockholders who
hold at least (i) 66-2/3% in interest of the capital stock entitled to vote
at such meeting or (ii) such lesser percentage, if any, (but not less than
40%) as shall be determined to be the maximum percentage which the
Corporation is permitted by applicable law to establish for the call of such
a meeting.

         Any written application for a special meeting by one or more
stockholders shall set forth as to each matter proposed to be brought before
the special meeting (a) a brief description of the proposal desired to be
brought before the special meeting and the reasons for conducting such
business at the special meeting, (b) the name and address, as they appear on
the Corporation's books, of the stockholder(s) proposing such business and
any other stockholders known by such


                                      1
<PAGE>

stockholder(s) to be supporting such proposal, (c) the class and number of
shares of the Corporation's capital stock which are beneficially owned by the
stockholder(s) on the date of such stockholder application and by any other
stockholders known by such stockholder(s) to be supporting such proposal on
the date of such stockholder application, and (d) any financial interest of
the supporting stockholder(s) in such proposal.

         The hour, date and place of any special meeting and the record date
for determining the stockholders having the right to notice of and to vote at
such meeting shall be determined by the Board of Directors or the President.
At a special meeting of stockholders, only such business shall be conducted,
and only such proposals shall be acted upon, as shall have been stated in the
written notice of the special meeting, unless otherwise provided by law.

         SECTION 2.3  MATTERS TO BE CONSIDERED AT ANNUAL MEETINGS.  At an
annual meeting of stockholders, only such new business shall be conducted,
and only such proposals shall be acted upon as shall be proper subjects for
stockholder action pursuant to the Articles of Organization, these By-Laws,
or applicable law and shall have been brought before the annual meeting (a)
by, or at the direction of, the Board of Directors, The Chairman of the
Board, or the President or (b) by any holder of record (both as of the time
notice of such proposal is given by the stockholder as set forth below and as
of the record date for the Annual Meeting in question) of any shares of
capital stock of the Corporation entitled to vote at such Annual Meeting who
complies with the requirements set forth in this Section 2.3.

         For a proposal to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the Clerk of the Corporation.  To be timely, a stockholder's notice must
be received at the principal executive offices of the Corporation not less
than 60 days nor more than 150 days prior to the scheduled annual meeting,
regardless of any postponements, deferrals or adjournments of that meeting to
a later date; provided, however, that if less than 70 days' notice or prior
public disclosure of the date of the scheduled annual meeting is given or
made, notice by the stockholder to be timely must be so delivered or received
not later than the close of business on the tenth day following the earlier
of the day on which such notice of the date of the scheduled annual meeting
was mailed or the day on which public disclosure was made.  A stockholder's
notice to the Clerk shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a brief description of the
proposal desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address, as
they appear on the Corporation's books, of the stockholder proposing such
business and any other stockholders known by such stockholder to be
supporting such proposal, (c) the class and number of shares of the
Corporation's capital stock which are beneficially owned by the stockholder
on the date of such stockholder notice and by any other stockholders known by
such stockholder to be supporting such proposal on the date of such
stockholder notice, and (d) any financial interest of the stockholder in such
proposal.

         The Board of Directors, a designated committee thereof or the
presiding officer at the Annual Meeting may reject any stockholder proposal
not made in accordance with the terms of this Section 2.3.  If there is an
Interested Stockholder, any determinations to be made by the Board of
Directors or a designated committee thereof pursuant to the provisions of
this paragraph shall also require the concurrence of a majority of the
Continuing Directors then in office.

         This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, Directors, and
committees, but in connection with such reports, no


                                      2


<PAGE>


matter shall be acted upon at such annual meeting unless stated and filed as
herein provided.

         As used in these By-Laws, the terms "Interested Stockholder" and
"Continuing Director" shall have the same respective meanings assigned to
them in the Corporation's Articles of Organization.  Any determination of
beneficial ownership of securities under these By-Laws shall be made in the
manner specified in the Articles of Organization.

         Notwithstanding the provisions of this Section 2.3, a stockholder
shall also comply with all applicable requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and the rules and regulations
thereunder with respect to the matters set forth in this Section 2.3.

         Nothing contained in this Section 2.3 shall require proxy materials
distributed by the management of the Corporation to include any information
with respect to stockholder proposals.

         SECTION 2.4  NOTICE OF MEETINGS.  A written notice of all annual
and special meetings of stockholders shall state the place, date, hour, and
purposes of such meetings, and shall be given by the Clerk or an Assistant
Clerk (or other person authorized by these By-Laws or by law) at least seven
(7) days before the meeting to each stockholder entitled to vote at such
meeting or to each stockholder who, under the Articles of Organization, or
under these By-laws, is entitled to such notice, by leaving such notice with
him or at his residence or usual place of business, or by mailing it, postage
prepaid, and addressed to such stockholder at his address as it appears on
the stock transfer books of the Corporation.  When any stockholders' meeting,
either annual or special, is adjourned for thirty (30) days or more, notice
of the adjourned meeting shall be given as in the case of an original
meeting.  It shall not be necessary to give any notice of the time and place
of any meeting adjourned for less than thirty (30) days or of the business to
be transacted thereat, other than an announcement at the meeting at which
such adjournment is taken.  A written waiver of notice, executed before or
after a meeting by such stockholder or his attorney thereunto authorized and
filed with the records of the meeting, shall be deemed equivalent to notice
of the meeting.

         SECTION 2.5  QUORUM.  The holders of a majority in interest of all
stock issued, outstanding, and entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of stockholders, but if less
than a quorum is present at a meeting, a majority in interest of the
stockholders present or the presiding officer may adjourn the meeting from
time to time and the meeting may be held as adjourned without further notice,
except as provided in Section 2.4 of this Article II.  At such adjourned
meeting at which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as originally
noticed.  The stockholders present at a duly constituted meeting may continue
to transact business until adjournment notwithstanding the withdrawal of
enough stockholders to leave less than a quorum.

         SECTION 2.6  VOTING AND PROXIES.  Stockholders shall have one vote
for each share of stock entitled to vote owned by them of record according to
the books of the Corporation, unless otherwise provided by law or by the
Articles of Organization.  Stockholders of record may vote either in person
or by written proxy dated not more than six (6) months before the meeting
named therein, unless the proxy is coupled with an interest and provides
otherwise.  Proxies shall be filed with the Clerk at the meeting, or of any
adjournment thereof, before being voted.  Proxies solicited on behalf of the
management shall be voted as directed by the stockholder or, in the absence
of such direction, as determined by a majority of the Board of Directors.
Except as otherwise limited therein, proxies shall entitle the persons
authorized thereby to vote at any adjournment of such meeting, but they shall
not be valid after final adjournment of such meeting.  A proxy with respect
to


                                      3


<PAGE>


stock held in the name of two or more persons shall be valid if executed
by one of them unless at or prior to exercise of the proxy the Clerk of the
Corporation receives a specific written notice to the contrary from any one
of them.  Whenever stock is held in the name of two or more persons, in the
absence of specific written notice to the Corporation to the contrary, at any
meeting of the stockholders of the Corporation any one or more of such
stockholders may cast, in person or by proxy, all votes to which such
ownership is entitled.  In the event an attempt is made to cast conflicting
votes, in person or by proxy, by the several persons in whose names shares of
stock stand, the vote or votes to which those persons are entitled shall be
cast as directed by a majority of those holding such stock and present in
person or by proxy at such meeting, but no votes shall be cast for such stock
if a majority does not agree.  A proxy purporting to be executed by or on
behalf of a stockholder shall be deemed valid unless successfully challenged
at or prior to its exercise, and the burden of proving invalidity shall rest
on the challenger.

         SECTION 2.7  ACTION AT MEETING.  When a quorum is present, any
matter before the meeting shall be decided by vote of the holders of a
majority of the shares of stock voting on such matter, except where a larger
vote is required by law, by the Articles of Organization, or by these
By-Laws.  Any election by stockholders shall be determined by a plurality of
the votes cast, except where a larger vote is required by law, by the
Articles of Organization, or by these By-Laws.  No ballot shall be required
for any election unless requested by a stockholder entitled to vote in the
election.  The Corporation shall not directly or indirectly vote any share of
its own stock; provided however, that no provision of these By-Laws shall be
construed to limit the voting rights and powers relating to shares of stock
held pursuant to a plan which is intended to be an "employee stock ownership
plan" as defined in the Internal Revenue Code, as now or hereafter in effect.

         SECTION 2.8  ACTION WITHOUT MEETING.  Any action to be taken at any
annual or special meeting of stockholders may be taken without a meeting if
all stockholders entitled to vote on the matter consent to the action in
writing and the written consents are filed with the records of the meetings
of stockholders.  Such consents shall be treated for all purposes as a vote
at a meeting.

         SECTION 2.9  PRESIDING OFFICER.  The Chairman of the Board, if one
is elected, or if not elected or in his absence, the President, shall preside
at all annual or special meetings of stockholders and shall have the power,
among other things, to adjourn such meeting at any time and from time to
time, subject to Sections 2.4 and 2.5.  The order of business and all other
matters of procedure at every meeting of the stockholders shall be determined
by the presiding officer.

           SECTION 2.10  VOTING PROCEDURES AND INSPECTORS OF ELECTIONS. In
advance of any meeting of stockholders, the presiding officer may appoint one
or more inspectors to act at an annual or special meeting of stockholders and
make a written report thereon.  Any inspector may, but need not, be an
officer, employee or agent of the Corporation.  Each inspector, before
entering upon the discharge of his duties, shall take and sign an oath
faithfully to execute the duties of inspector with strict impartiality and
according to the best of his or her ability.  The inspector(s) shall (i)
ascertain the number of shares outstanding and the voting power of each, (ii)
determine the shares represented at a meeting and the validity of proxies and
ballots, (iii) count all votes and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made to any
determination by the inspectors, and (v) certify their determination of the
number of shares represented at the meeting, and their count of all votes and
ballots.  The inspector(s) may appoint or retain other persons or entities to
assist the inspector(s) in the performance of the duties of the inspector(s).
The presiding officer may review all determinations made by the
inspector(s), and in so doing the presiding officer shall be entitled to
exercise his sole judgment and discretion and he


                                      4


<PAGE>


shall not be bound by any determinations made by the inspector(s).  All
determinations by the inspector(s) and, if applicable, presiding officer
shall be subject to further review by any court of competent jurisdiction.

         SECTION 2.11  RESCHEDULING OF MEETINGS; ADJOURNMENTS.  The Board of
Directors or a designated committee thereof may postpone and reschedule any
previously scheduled annual or special meeting of stockholders, and a record
date with respect thereto, regardless of whether any notice or public
disclosure with respect to any such meeting or record date has been sent or
made (unless there is an Interested Stockholder, in which case the
affirmative vote of a majority of the Continuing Directors shall also be
required).  In no event shall the public announcement of an adjournment,
postponement or rescheduling of any previously scheduled Annual Meeting of
stockholders commence a new time period for the giving of a stockholder's
notice under Section 2.3 and Section 3.3 of these By-Laws.

                                ARTICLE III

                                  DIRECTORS

         SECTION 3.1  POWERS.  The business and affairs of the Corporation
shall be managed by a Board of Directors who may exercise all the powers of
the Corporation except as otherwise provided by law, by the Articles of
Organization or by these By-Laws.  In the event of a vacancy in the Board of
Directors, the remaining Directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled.

         SECTION 3.2  COMPOSITION AND TERM.  The Board of Directors shall
be composed of:  (a) those persons elected by the incorporator(s) of the
Corporation to serve as the initial Directors of the Corporation in
accordance with Section 12 of Chapter 156B of the Massachusetts General Laws,
such persons to serve as Directors until the respective expiration dates of
their terms as established by the incorporator(s) and until their successors
are elected and qualified; and (b) as such terms expire, those persons who
are elected as Directors from time to time as provided herein.  Subject to
the rights of the holders of any series of Preferred Stock, the number of
Directors and their respective classifications shall be fixed from time to
time exclusively by the Board of Directors; provided, however, that if at the
time of such action there is an Interested Stockholder, such action shall in
addition require a majority vote of the Continuing Directors then in office.

         The Directors, other than those who may be elected by the holders of
any series of preferred stock of the Corporation, shall be classified, with
respect to the term for which they severally hold office, into three classes,
labelled Group A, Group B and Group C, respectively, such classes to be as
nearly equal in number as possible.  The initial Directors of the Corporation
shall hold office as follows:  the first class of Directors shall hold office
initially for a term expiring at the annual meeting of stockholders to be
held in 1997, the second class of Directors shall hold office initially for a
term expiring at the annual meeting of stockholders to be held in 1998, and
the third class of Directors shall hold office initially for a term expiring
at the annual meeting of stockholders to be held in 1999.  At each succeeding
annual meeting of stockholders, the successors of the class of Directors
whose term expires at that meeting shall be elected by a plurality vote of
all votes cast at such meeting to hold office for a term expiring at the
annual meeting of stockholders held in the third year following the year of
their election.  Members of each class shall hold office until their
successors are duly elected and qualified or until their earlier resignation
or removal.


                                       5


<PAGE>


         SECTION 3.3  DIRECTOR NOMINATIONS.   Nominations of candidates for
election as Directors at any annual meeting of stockholders may be made (a)
by, or at the direction of, a majority of the Board of Directors or a
designated committee thereof (unless there is an Interested Stockholder, in
which case the affirmative vote of a majority of the Continuing Directors
shall also be required) or (b) by any holder of record (both as of the time
notice of such nomination is given by the stockholder as set forth below and
as of the record date for the Annual Meeting in question) of any shares of
capital stock of the Corporation entitled to vote at such Annual Meeting who
complies with the requirements set forth in this Section 3.3.  Only persons
nominated in accordance with the procedures set forth in this Section 3.3
shall be eligible for election as Directors at an annual meeting.

         Nominations, other than those made by, or at the direction of, the
Board of Directors (or by the Continuing Directors, if required), shall be
made pursuant to timely notice in writing to the Clerk of the Corporation as
set forth in this Section 3.3.  To be timely, a stockholder's notice shall be
delivered to, or mailed and received, at the principal executive offices of
the Corporation not less than 60 days nor more than 150 days prior to the
date of the scheduled annual meeting, regardless of postponements, deferrals,
or adjournments of that meeting to a later date; provided, however, that if
less than 70 days' notice or prior public disclosure of the date of the
scheduled annual meeting is given or made, notice by the stockholder to be
timely must be so delivered or received not later than the close of business
on the tenth day following the earlier of the day on which such notice of the
date of the scheduled annual meeting was mailed or the day on which such
public disclosure was made.  Such stockholder's notice shall set forth (a) as
to each person whom the stockholder proposes to nominate for election or
re-election as a Director and as to the stockholder giving the notice (i) the
name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number
of shares of the Corporation's capital stock which are beneficially owned by
such person on the date of such stockholder notice and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies with respect to nominees for election as Directors,
pursuant to the Exchange Act and the Rules and regulations thereunder,
including, but not limited to, the written consent of such person to serve as
a Director if elected; and (b) as to the stockholder giving the notice (i)
the name and address as they appear on the Corporation's books, of such
stockholder and any other stockholders known by such stockholder to be
supporting such nominees and (ii) the class and number of shares of the
Corporation's capital stock which are beneficially owned by such stockholder
on the date of such stockholder notice and by any other stockholders known by
such stockholder to be supporting such nominees on the date of such
stockholder notice.  At the request of the Board of Directors, any person
nominated by, or at the direction of, the Board for election as a Director at
an annual or special meeting shall furnish to the Clerk of the Corporation
that information required to be set forth in the stockholder's notice of
nomination which pertains to the nominee.

         Nothing contained in this Section 3.3 shall require proxy materials
distributed by the management of the Corporation to include any information
with respect to nominations by stockholders.

         No person shall be elected as a Director of the Corporation unless
nominated in accordance with the procedures set forth in this Section 3.3.
Ballots bearing the names of all the persons who have been nominated for
election as Directors at an annual or special meeting in accordance with the
procedures set forth in this Section 3.3 shall be provided for use at such
annual or special meeting.

         The Board of Directors, a designated committee thereof, or the
presiding officer may reject


                                      6


<PAGE>


any nomination by a stockholder that is not timely made in accordance with
this Section 3.3 or does not satisfy the requirements of this Section 3.3 in
any material respect.  If there is an Interested Stockholder, any
determinations to be made by the Board of Directors or a designated committee
thereof pursuant to the provisions of this paragraph shall also require the
concurrence of a majority of the Continuing Directors then in office.

         SECTION 3.4.  QUALIFICATIONS.  Each Director shall have such
qualifications as are required by applicable law.

         SECTION 3.5  RESIGNATION.  Any Director may resign at any time by
delivering his written resignation to the main office of the Corporation
addressed to the Chairman of the Board or the President.  Such resignation
shall be effective upon receipt thereof by the Chairman of the Board or the
President, unless it is specified to be effective at some other time or upon
the happening of some other event.

         SECTION 3.6  REMOVAL.  Subject to the rights of the holders of any
Preferred Stock then outstanding, any Director (including persons elected by
Directors to fill vacancies in the Board of Directors) may be removed from
office, with or without cause, by an affirmative vote of not less than
two-thirds (2/3) of the total votes eligible to be cast by stockholders,
voting together as a single class, at a duly constituted meeting of
stockholders called expressly for such purpose.  At least 30 days prior to
such meeting of stockholders, written notice shall be sent to the Director
whose removal will be considered at the meeting and, if the removal is for
cause, the Director will be provided an opportunity to be heard before the
stockholders.

         SECTION 3.7  VACANCIES.  Subject to the rights of the holders of
any series of Preferred Stock or any other series or class of stock as set
forth in the Articles of Organization, any vacancy occurring on the Board of
Directors as a result of resignation, removal, death or other cause, and
newly created directorships resulting from any increase in the authorized
number of Directors, may be filled only by the affirmative vote of the
majority of the remaining Directors then in office, though less than a quorum
of the number constituting the full board as fixed by the Board of Directors;
provided, however, that if at the time of such vacancy there is an Interested
Stockholder, such vacancy may only be filled by vote of a majority of the
Continuing Directors then in office.  A Director elected to fill such a
vacancy shall be elected to serve for the full term of the Class of Directors
in which the vacancy occurred or the new directorship was created and until
such Director's successor has been elected and qualified, or until such
Director's earlier resignation or removal.

         SECTION 3.8  COMPENSATION.  The members of the Board of Directors
and the members of either standing or special committees may be allowed such
compensation for attendance at meetings as the Board of Directors or the
Executive Committee may determine.

         SECTION 3.9  REGULAR MEETINGS.   A regular meeting of the Board of
Directors shall be held without other notice than this By-Law on the same
date and at the same place as the annual meeting of stockholders, or the
special meeting held in lieu thereof, following such meeting of stockholders.
 The Board of Directors may provide by resolution, the time, date and place
for the holding of regular meetings without other notice than such
resolution.  There shall be regular meetings of the Board of Directors at a
place or places fixed from time to time by the Board of Directors.


                                     7


<PAGE>


         SECTION 3.10  SPECIAL MEETINGS.  Special meetings of the Board of
Directors may be called by or at the request of the Chairman of the Board,
the President, or a majority of the Directors.  The persons authorized to
call special meetings of the Board of Directors may fix the time, date and
place for holding any special meeting of the Board of Directors called by
such persons.

         SECTION 3.11  NOTICE OF SPECIAL MEETINGS.  Notice of the time,
date and place of all special meetings of the Board of Directors shall be
given to each Director by the Secretary, or if there be no Secretary, by the
Clerk or Assistant Clerk or in the case of the death, absence, incapacity or
refusal of such persons, by the officer or one of the Directors calling the
meeting.  Notice of any special meeting of the Board of Directors shall be
given to each Director in person or by telephone or sent to his business or
home address by telecommunication at least twenty-four (24) hours in advance
of the meeting, or by written notice mailed to his business or home address
at least forty-eight (48) hours in advance of such meeting.  If mailed, such
notice shall be deemed to be delivered when deposited in the mail so
addressed, with postage thereon prepaid.  When any Board of Directors'
meeting, either regular or special, is adjourned for thirty (30) days or
more, notice of the adjourned meeting shall be given as in the case of an
original meeting.  It shall not be necessary to give any notice of the time
and place of any meeting adjourned for less than thirty (30) days or of the
business to be transacted thereat, other than an announcement at the meeting
at which such  adjournment is taken.  Any Director may waive notice of any
meeting by a writing executed by him either before or after the meeting and
filed with the records of the meeting.  The attendance of a Director at a
meeting shall constitute a waiver of notice of such meeting, except where the
Director protests the lack of notice to him prior to the meeting or at its
commencement.  Neither the business to be transacted at, nor the purpose of,
any meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

         SECTION 3.12  QUORUM.  A majority of the number of Directors then
in office shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than a quorum is present at a
meeting, a majority of the Directors present may adjourn the meeting from
time to time and the meeting may be held as adjourned without further notice,
except as provided in Section 3.11.  At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally noticed.

         SECTION 3.13  ACTION AT MEETING.  The act of the majority of the
Directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors, unless a greater number is prescribed by governing
law, by the Articles of Organization or by these By-Laws.

         SECTION 3.14  ACTION BY CONSENT.  Any action required or permitted
to be taken by the Board of Directors at any meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the Directors then in office.  Such written consents shall
be filed with the records of the meetings of the Board of Directors and shall
be treated for all purposes as a vote at a meeting of the Board of Directors.

         SECTION 3.15  PRESUMPTION OF ASSENT.  A Director of the
Corporation who is present at a meeting of the Board of Directors at which
action on any Corporation matter is taken shall be presumed to have assented
to the action taken unless his dissent or abstention has been entered in the
minutes of the meeting or unless he has filed a written dissent to such
action with the person acting as the Clerk of the meeting before the
adjournment thereof or has forwarded such dissent by registered mail to the
Clerk of the Corporation within five (5) days after the date such dissenting


                                      8


<PAGE>


Director receives a copy of the minutes of the meeting.  Such right to
dissent shall not apply to a Director who voted in favor of such action.

         SECTION 3.16  COMMITTEES.  The Board of Directors, by vote of a
majority of all of the Directors then in office, may elect such committees as
it deems appropriate, and may delegate to such committees some or all of its
powers except those which by law, by the Articles of Organization or by these
By-Laws may not be delegated.  Except as the Board of Directors may otherwise
determine, any such committee may make rules for the conduct of its business,
but unless otherwise provided by the Board of Directors or in such rules, its
business shall be conducted so far as possible in the same manner as is
provided by these By-Laws for the Board of Directors.  All members of such
committees shall hold such offices at the pleasure of the Board of Directors.
 The Board of Directors may abolish any such committee at any time, subject
to applicable law.  Any committee to which the Board of Directors delegates
any of its powers or duties shall keep records of its meetings and shall
report its action to the Board of Directors.  The Board of Directors shall
have power to rescind any action of any committee, but no such rescission
shall have retroactive effect.  With approval of the Board of Directors, the
Chief Executive Officer may appoint such other committees consisting of such
Directors as the Chief Executive Officer shall select.  Any recommendations
of such committees appointed by the Chief Executive Officer shall be
submitted to the Board of Directors.

         SECTION 3.17  MANNER OF PARTICIPATION.  Members of the Board of
Directors may participate in meetings of the Board by means of conference
telephone or similar communications equipment by which all persons
participating in the meeting can hear each other. Such participation shall
constitute presence in person.

                                   ARTICLE IV

                                    OFFICERS

         SECTION 4.1  ENUMERATION.  The officers of the Corporation shall
consist of a President, a Treasurer, a Clerk, and such other officers,
including without limitation a Chairman of the Board, a Secretary, and one or
more Vice Presidents, Vice Treasurers, Assistant Vice Presidents, Assistant
Treasurers, Assistant Clerks or Assistant Secretaries, as the Board of
Directors may determine.

         SECTION 4.2  ELECTION.  The President, the Treasurer and the Clerk
shall be elected annually by the Board of Directors at their first meeting
following the annual meeting of stockholders.  Other officers may be chosen
by the Board of Directors at such first meeting of the Board of Directors or
at any other meeting.

         SECTION 4.3  QUALIFICATION.  Any two or more offices may be held by
any person.  The President shall be a Director.  The Clerk shall be a
resident of Massachusetts unless the Corporation has a resident agent
appointed for the purpose of service of process.  Any officer may be required
by the Board of Directors to give bond for the faithful performance of his
duties in such amount and with such sureties as the Board of Directors may
determine.  Other than as required by applicable law or regulation, no
officer or Director need be a stockholder.

         SECTION 4.4  TENURE.  Except as otherwise provided by law, by the
Articles of Organization or by these By-Laws, the President, Treasurer and
Clerk shall hold office until the first meeting of the Board of Directors
following the next annual meeting of stockholders and until their


                                      9


<PAGE>


respective successors are chosen and qualified.  All other officers shall
hold office until the first meeting of the Board of Directors following the
next annual meeting of stockholders and until their successors are chosen and
qualified, or for such shorter term as the Board of Directors may fix at the
time such officers are chosen.  Any officer may resign by delivering his
written resignation to the Corporation at its main office addressed to the
President, Clerk or Secretary.  Such resignation shall be effective upon
receipt thereof by the President, Clerk or Secretary, unless it is specified
to be effective at some other time or upon the happening of some other event.
 Election or appointment of an officer, employee or agent shall not of itself
create contract rights to continued employment or otherwise.  The Board of
Directors may authorize the Corporation to enter into an employment contract
with any officer in accordance with governing law or regulation, but no such
contract right shall preclude the Board of Directors from exercising right to
remove any officer at any time in accordance with Section 4.5.

         SECTION 4.5  REMOVAL.  Except as otherwise provided by law, the
Board of Directors may remove any officer with or without cause by a vote of
two-thirds (2/3) of the entire number of Directors then in office; provided,
however, that if at the time of such removal there is an Interested
Stockholder, the affirmative vote of a majority of the Continuing Directors
then in office shall instead be required.  An officer may be removed for
cause only after reasonable notice and opportunity to be heard by the Board
of Directors.

         SECTION 4.6  VACANCIES.  Any vacancy in any office may be filled
for the unexpired portion of the term by the Board of Directors.

         SECTION 4.7  CHAIRMAN OF THE BOARD.  The Board of Directors may
annually elect a Chairman of the Board.  Unless the Board of Directors
otherwise provides, the Chairman of the Board shall be the Chief Executive
Officer of the Corporation and shall preside, when present, at all meetings
of the stockholders and of the Board of Directors.

         SECTION 4.8  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer
shall, subject to the direction of the Board of Directors, have general
supervision and control of the Corporation's business.

         SECTION 4.9  PRESIDENT AND VICE PRESIDENTS.  The President shall
have such powers and shall perform such duties as the Board of Directors may
from time to time designate and shall serve as the Chief Executive Officer of
the Corporation if there is no Chairman of the Board.  Unless otherwise
provided by the Board of Directors, he shall preside, when present, at all
meetings of stockholders and of the Board of Directors if the Chairman of the
Board does not attend such meetings.

         Any Vice President or Assistant Vice President shall have such
powers and shall perform such duties as the Board of Directors or the Chief
Executive Officer may from time to time designate.

         SECTION 4.10  TREASURER, VICE TREASURERS, AND ASSISTANT TREASURERS.
 The Treasurer shall, subject to the direction of the Board of Directors,
have general charge of the financial affairs of the Corporation and shall
cause to be kept accurate books of account.   He shall have custody of all
funds, securities, and valuable documents of the Corporation, except as the
Board of Directors may otherwise provide.  The Treasurer shall also perform
such other duties as the Board of Directors may from time to time designate.


                                     10


<PAGE>


         Any Vice Treasurer and any Assistant Treasurer shall have such
powers and perform such duties as the Board of Directors or the Chief
Executive Officer may from time to time designate.

         SECTION 4.11  CLERK AND ASSISTANT CLERKS.  The Clerk shall keep a
record of the meetings of stockholders.  In case a Secretary is not elected
or is absent, the Clerk or an Assistant Clerk shall keep a record of the
meetings of the Board of Directors. In the absence of the Clerk from any
meeting of the stockholders, an Assistant Clerk if one be elected, otherwise
a Temporary Clerk designated by the person presiding at the meeting, shall
perform the duties of the Clerk.

         SECTION 4.12  SECRETARY AND ASSISTANT SECRETARIES.  The Secretary,
if one be elected, shall keep a record of the meetings of the Board of
Directors.  In the absence of the Secretary, any Assistant Secretary, the
Clerk and any Assistant Clerk, a Temporary Secretary shall be designated by
the person presiding at such meeting to perform the duties of the Secretary.

         SECTION 4.13  OTHER POWERS AND DUTIES.  Subject to these By-Laws,
each officer of the Corporation shall have in addition to the duties and
powers specifically set forth in these By-Laws, such duties and powers as are
customarily incident to his office, and such duties and powers as may be
designated from time to time by the Board of Directors.

                                  ARTICLE V

                                CAPITAL STOCK

         SECTION 5.1  CERTIFICATES OF STOCK.  Each stockholder shall be
entitled to a certificate of the capital stock of the Corporation in such
form as may from time to time be prescribed by the Board of Directors.  Such
certificate shall be signed by the President or a Vice President and by the
Treasurer or an Assistant Treasurer, and sealed with the corporate seal or a
facsimile thereof.  Such signatures may be facsimile if the certificate is
signed by a transfer agent, or by a registrar, other than a Director, officer
or employee of the Corporation.  In case any officer who has signed or whose
signature has been placed on such certificate shall have ceased to be such
officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the time of
its issue.  Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified.  Every certificate for shares
of stock which are  subject to any restriction on transfer and every
certificate issued when the Corporation is authorized to issue more than one
class or series of stock shall contain such legend with respect thereto as is
required by law.

         SECTION 5.2  TRANSFERS.  Subject to any restrictions on transfer,
shares of stock may be transferred on the books of the Corporation by the
surrender to the Corporation or its transfer agent of the certificate
therefor properly endorsed or accompanied by a written assignment and power
of attorney properly executed, with transfer stamps (if necessary) affixed,
and with such proof of the authenticity of signature as the Corporation or
its transfer agent may reasonably require.

         SECTION 5.3  RECORD HOLDERS.  Except as may be otherwise required by
law, by the Articles of Organization or by these By-Laws, the Corporation
shall be entitled to treat the record holder of stock as shown on its books
as the owner of such stock for all purposes, including the payment of
dividends and the right to vote with respect thereto, regardless of any
transfer, pledge or other disposition of such stock, until the shares have
been transferred on the books of the Corporation in accordance with the
requirements of these By-Laws.


                                      11


<PAGE>


         It shall be the duty of each stockholder to notify the Corporation
of his current post office address.

         SECTION 5.4  RECORD DATE.  The Board of Directors may fix in advance
a time of not more than sixty (60) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend or the making of
any distribution to stockholders, or the last day on which the consent or
dissent of stockholders may be effectively expressed for any purpose, as the
record date for determining the stockholders having the right to notice of
and to vote at such meeting, and any adjournment thereof, or the right to
receive such dividend or distribution or the right to give such consent or
dissent.  In such case only stockholders of record on such record date shall
have such right, notwithstanding any transfer of stock on the books of the
Corporation after the record date. Without fixing such record date the Board
of Directors may for any of such purposes close the transfer books for all or
any part of such period.

         If no record date is fixed and the transfer books are not closed,
(a) the record date for determining stockholders having the right 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, and (b) the
record date for determining stockholders for any other purpose shall be at
the close of business on the day on which the Board of Directors acts with
respect thereto.

         SECTION 5.5  REPLACEMENT OF CERTIFICATES.  In case of the alleged
loss, destruction or mutilation of a certificate of stock, a duplicate
certificate may be issued in place thereof, upon such terms as the Board of
Directors may prescribe.

         SECTION 5.6  ISSUANCE OF CAPITAL STOCK.  The Board of Directors
shall have the authority to issue or reserve for issue from time to time the
whole or any part of the capital stock of the Corporation which may be
authorized from time to time, to such persons or organizations, for such
consideration, whether cash, property, services or expenses, and on such
terms as the Board of Directors or a designated committee thereof may
determine, including without limitation the granting of options, warrants, or
conversion or other rights to subscribe to said capital stock.

         SECTION 5.7  DIVIDENDS.  Subject to applicable law, the Articles of
Organization and these By-Laws, the Board of Directors may from time to time
declare, and the Corporation may pay, dividends on outstanding shares of its
capital stock.

                                 ARTICLE VI

                               INDEMNIFICATION

         SECTION 6.1  OFFICERS.  To the extent permitted by law and except
as provided in Sections 6.3 and 6.4, each Officer of the Corporation (and his
heirs and personal representatives) shall be indemnified by the Corporation
against all Expenses incurred by him in connection with any Proceeding in
which he is involved as a result of (a) his serving or having served as an
Officer or employee of the Corporation, (b) his serving or having served as a
Director, officer or employee of any of its wholly-owned subsidiaries, or (c)
his serving or having served in any capacity with respect to any other
corporation, organization, partnership, joint venture, trust, employee
benefit plan or other entity at the request or direction of the Corporation.


         SECTION 6.2  NON-OFFICER EMPLOYEES.  To the extent permitted by law
and except as


                                      12


<PAGE>


provided in Sections 6.3 and 6.4, each non-Officer Employee of the
Corporation (and his heirs and personal representatives) may, in the
discretion of the Board of Directors, be indemnified against any or all
Expenses incurred by him in connection with any Proceeding in which he is
involved as a result of (a) his serving or having served as a non-Officer
Employee of the Corporation, (b) his serving or having served as a Director,
officer, or employee of any of its wholly-owned subsidiaries, or (c) his
serving or having served in any capacity with respect to any other
corporation, organization, partnership, joint venture, trust employee benefit
plan or other entity at the request or direction of the Corporation.

         SECTION 6.3  SERVICE AT DIRECTION OF BOARD OF DIRECTORS. No
indemnification shall be provided to an Officer or non-Officer Employee with
respect to his serving or having served in any capacity "at the request or
direction of the Corporation" unless such service was required or directed by
vote of the Board of Directors prior to the occurrence of the event to which
the indemnification relates; provided that the Board of Directors may provide
an Officer or non-Officer Employee with indemnification, as to a specific
Proceeding, even though such Board of Directors vote was not obtained, if in
its discretion, the Board of Directors determines it to be appropriate for
the Corporation to do so.

         SECTION 6.4  GOOD FAITH.  No indemnification shall be provided to
an Officer or to a non-Officer Employee with respect to a matter as to which
he shall have been adjudicated in any Proceeding not to have acted in good
faith in the reasonable belief that his action was in the best interests of
the Corporation.  In the event that a Proceeding is compromised or settled so
as to impose any liability or obligation upon an Officer or upon a
non-Officer Employee, no indemnification shall be provided to said Officer or
to said non-Officer Employee with respect to a matter if this Corporation has
obtained an opinion of counsel that with respect to said matter said Officer
or said non-Officer Employee did not act in good faith in the reasonable
belief that his action was in the best interests of the Corporation.

         SECTION 6.5  PRIOR TO FINAL DISPOSITION.  In the event that the
Corporation does not assume the defense, or unless and until the Corporation
assumes the defense pursuant to Section 6.6 of any Proceeding of which the
Corporation receives notice under this Article VI, the Corporation shall pay
any Expenses incurred by an Indemnitee in defending a Proceeding or any
appeal therefrom in advance of the final disposition of such Proceeding;
provided, however, that if the Proceeding is initiated by the Continuing
Directors (or, if there is no Interested Stockholder, by the Board of
Directors), then the Corporation may, but need not, pay such Expenses in
advance of the final disposition of such Proceeding.

         Notwithstanding the foregoing, Expenses incurred by an Indemnitee in
advance of the final disposition of a Proceeding may be paid only upon the
Corporation's receipt of an undertaking by the Indemnitee to repay such
payment if he shall be adjudicated or determined to be not entitled to
indemnification under Section 6.4.  The Corporation may accept such
undertaking without reference to the financial ability of the Indemnitee to
make such repayment.

         SECTION 6.6  NOTIFICATION AND DEFENSE OF CLAIM.  As a condition
precedent to his or her right to be indemnified, the Indemnitee must notify
the Corporation in writing as soon as practicable of any action, suit,
proceeding or investigation involving him or her or with respect to which
indemnity will or could be sought.  With respect to any action, suit,
proceeding or investigation of which the Corporation is so notified, the
Corporation will be entitled to participate therein at its own expense and/or
to assume the defense thereof at its own expense, with legal counsel
reasonably


                                      13


<PAGE>


acceptable to the Indemnitee.  After the Corporation notifies the Indemnitee
of its election so to assume such defense, the Corporation shall not be
liable to the Indemnitee for any legal or other expenses subsequently
incurred by the Indemnitee in connection with such claim, other than as
provided below in this Section. The Indemnitee shall have the right to
employ his or her own counsel in connection with such claim, but the fees and
expenses of such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized by
the Corporation, (ii) counsel to the Indemnitee shall have reasonably
concluded that there may be a conflict of interest or position on any
significant issue between the Corporation and the Indemnitee in the conduct
of the defense of such action, or (iii) the Corporation shall not in fact
have employed counsel to assume the defense of such action.  In each such
case, the fees and expenses of Indemnitee's counsel reasonably acceptable to
the Corporation shall be at the expense of the Corporation, except as
otherwise expressly provided by this Article VI.  The Corporation shall not
be entitled, without the consent of the Indemnitee, to assume the defense of
any claim brought by or in the right of the Corporation or as to which
counsel for the Indemnitee shall have reasonably made the conclusion provided
for in clause (ii) above.

         SECTION 6.7  INSURANCE.  The Corporation may purchase and maintain
insurance to protect itself and any Indemnitee against any liability of any
character asserted against and incurred by the Corporation or any such
Indemnitee, or arising out of any such status, whether or not the Corporation
would have the power to indemnify such person against such liability by law
or under the provisions of this Article VI or under Chapter 156B of the
Massachusetts General Laws.

         SECTION 6.8  DEFINITIONS. For the purposes of this Article VI:

         (a)      "Officer" means (A) any person who serves or has served as
a Director of the Corporation (B) any person who serves or has served in any
other office filled by election or appointment by the Board of Directors,
whether or not such person is an officer of the Corporation within the
definition of that term as contained in Article V hereof, and (C) any other
person who serves or has served, at the request or direction of the
Corporation, as a Director or officer of any of the Corporation's
wholly-owned subsidiaries;

         (b)  "non-Officer Employee" means any person who serves or has
served as an employee or agent of the Corporation but who is not an Officer;

         (c)  "Indemnitee" means each Officer, and each non-Officer Employee
whom the Board of Directors has determined to indemnify pursuant to Section
6.2;

         (c)  "Proceeding" means any action, suit or proceeding, civil or
criminal, brought or threatened in or before any court, tribunal,
administrative or legislative body or agency; and

         (d)  "Expenses" means any liability fixed by a judgment, order,
decree or award in a Proceeding, any amount actually and reasonably paid in
settlement of a Proceeding and any professional fees and other disbursements
reasonably incurred in a Proceeding.

         SECTION 6.9  OTHER INDEMNIFICATION RIGHTS.  The provisions of this
Article VI shall not be construed to be exclusive.  The Corporation shall
have the power to indemnify its Officers and any of its agents or employees
who are not Officers and to enter into specific agreements, commitments or
arrangements for indemnification on any terms not prohibited by law which it


                                      14


<PAGE>


deems to be appropriate.  Nothing in this Article VI shall limit any lawful
rights to indemnification existing independently of this Article VI.

         SECTION 6.10  SURVIVAL OF BENEFITS.  The provisions of this Article
VI shall be applicable to persons who shall have ceased to be Directors or
officers of the Corporation, and shall inure to the benefit of the heirs,
executors and administrators of persons entitled to be indemnified hereunder.
 Nothing hereunder shall be deemed to limit the Corporation's authority to
indemnify any person pursuant to any contract or otherwise.

         SECTION 6.11  SUBSEQUENT AMENDMENT.  No amendment, termination or
repeal of this Article VI or of the relevant provisions of Chapter 156B of
the Massachusetts General Laws or any other applicable laws shall affect or
diminish in any way the rights of any Indemnitee to indemnification under the
provisions hereof with respect to any Proceeding arising out of or relating
to any actions, transactions or facts occurring prior to the final adoption
of such amendment, termination or repeal.

         SECTION 6.12  MERGER OR CONSOLIDATION.  If the Corporation is
merged into or consolidated with another corporation and the Corporation is
not the surviving corporation, the surviving Corporation shall assume the
obligations of the Corporation under this Article VI with respect to any
action, suit, proceeding or investigation arising out of or relating to any
actions, transactions or facts occurring at or prior to the date of such
merger or consolidation.

         SECTION 6.13  SUBSEQUENT LEGISLATION.  If the Massachusetts General
Laws are amended after adoption of this Article VI to expand further the
indemnification permitted to Indemnitees, then the Corporation shall
indemnify such persons to the fullest extent permitted by the Massachusetts
General Laws, as so amended.

                                ARTICLE VII

                          MISCELLANEOUS PROVISIONS

         SECTION 7.1  FISCAL YEAR.  Except as otherwise determined by the
Board of Directors, the fiscal year of the Corporation shall be the twelve
months ending December 31st.

         SECTION 7.2  SEAL.  The Board of Directors shall have power to
adopt and alter the seal of the Corporation.

         SECTION 7.3  EXECUTION OF INSTRUMENTS.  All deeds, leases,
transfers, contracts, bonds, notes and other instruments and obligations to
be entered into by the Corporation in the ordinary course of its business
without Board of Directors action may be executed on behalf of the
Corporation by the Chairman of the Board, President, any Vice President,
Treasurer or any other officer, employee or agent of the Corporation as the
Board of Directors may authorize.

         SECTION 7.4  VOTING OF SECURITIES.  Unless otherwise provided by
the Board of Directors, the Chairman of the Board, the President or Treasurer
may waive notice of and act on behalf of the Corporation, or appoint another
person or persons to act as proxy or attorney in fact for the Corporation
with or without discretionary power and/or power of substitution, at any
meeting of stockholders or shareholders of any other organization, any of
whose securities are held by the Corporation; provided, however, that this
Section 7.4 shall not authorize any officer, without specific


                                     15


<PAGE>


authority of the Board of Directors, to vote the shares of the Corporation's
primary banking subsidiary in any election of Directors of such subsidiary or
with respect to any merger, sale of stock or sale of substantially all of the
assets of such subsidiary.

         SECTION 7.5  RESIDENT AGENT.  The Board of Directors may appoint a
resident agent upon whom legal process may be served in any action or
proceeding against the Corporation.  Said resident agent shall be either an
individual who is a resident of and has a business address in Massachusetts,
a corporation organized under the laws of The Commonwealth of Massachusetts,
or a corporation organized under the laws of any other state of the United
States, which has qualified to do business in, and has an office in,
Massachusetts.

         SECTION 7.6  CORPORATION RECORDS.  The original, or attested
copies, of the Articles of Organization, By-Laws and record of all meetings
of the Directors or stockholders, and the stock and transfer records, which
shall contain the names of all  stockholders and the record address and the
amount of stock held by each, shall be kept in Massachusetts at the main
office of the Corporation, or at an office of its transfer agent, Clerk or
resident agent.

         SECTION 7.7  ARTICLES OF ORGANIZATION.  All references in these
By-Laws to the Articles of Organization shall be deemed to refer to the
Articles of Organization of the Corporation, as amended and in effect from
time to time.

         SECTION 7.8  BY-LAW AMENDMENTS.

         A.  AMENDMENT BY DIRECTORS.  Except as otherwise required by law,
the By-laws of the Corporation may be amended or repealed by the affirmative
vote of a majority of the Directors then in office at a duly constituted
meeting of the Board of Directors, unless at the time of such action there
shall be an Interested Stockholder, in which case such action shall also
require the affirmative vote of a majority of the Continuing Directors then
in office at such meeting.  Not later than the time of giving notice of the
annual meeting of stockholders next following the amending or repealing by
the Directors of any By-law, notice thereof stating the substance of such
change shall be given to all stockholders entitled to vote on amending the
By-laws.

         B.  AMENDMENT BY STOCKHOLDERS.  The By-laws of the Corporation may
be amended or repealed at a duly constituted meeting of stockholders called
expressly for such purpose, by the affirmative vote of at least 80% of the
total voted eligible to be cast by stockholders on such amendment or repeal,
voting together as a single class; provided, however, that if the Board of
Directors recommends, by the affirmative vote of two thirds of the Directors
then in office at a duly constituted meeting of the Board of Directors
(unless at the time of such action there shall be an Interested Stockholder,
in which case such action shall also require the affirmative vote of a
majority of the Continuing Directors then in office at such meeting), that
stockholders approve such amendment or repeal at such meeting of
stockholders, such amendment or repeal shall only require the affirmative
vote of a majority of the total votes eligible to be cast by stockholders on
such amendment or repeal, voting together as a single class.