AMENDED AND RESTATED BYLAWS

                                     OF

                             FFY FINANCIAL CORP.


                                  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 (10) nor more than sixty (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
thirty (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 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 sixty (60) 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 twenty days, or delayed by more than sixty days from such anniversary
date, notice by the stockholder to be timely must be so delivered not later
than the close of business on the later of the sixtieth day prior to such
annual meeting or  the tenth day following the day on which notice of the
date of the annual meeting was mailed or 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 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 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 60 days prior
to the date of the meeting; provided, however, that in the event that less
than 70 days' notice of the date of the meeting is first given or made to
stockholders by public announcement or mail, notice by the stockholder to be
timely must be so received not later than the close of business on the 10th
day following the day on which such notice of the date of the meeting was
mailed or public announcement was 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 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 (1) 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 therefor 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.
              ------------------------------------------

      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.

      No person older than seventy (70) years of age shall be eligible for
election as a new member of the board of directors of the Corporation and no
member of the board of directors of the Corporation shall be eligible for
re-election as a director of the Corporation after he or she has attained
seventy (70) years of age, provided, however, that as long as he or she
shall remain actively engaged in his or her major business or professional
occupation, he or she may be re-elected as a director for a term that does
not extend beyond his or her seventy-fifth (75th) birthday.  A retiring or
retired president of the Corporation who is serving as a director following
his or her retirement shall be deemed to be actively engaged in business so
as to qualify for re-election under the provision of the preceding sentence.

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 (5) 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.

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 non-negotiable, 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;

              (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 (1) or
two (2) members, in which event one (1) 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.

Section 3.    Nominating Committee.
              ---------------------

      The Board of Directors may appoint a Nominating Committee of the
Board, consisting of not less than three (3) 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 (a) 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 (b) 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.  He 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 his 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.

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.  He 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 assistants to the Treasurer, 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 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.

                                  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 sixty (60) nor less than ten (10) days before the date of
any meeting of stockholders, nor more than sixty (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.

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.

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.