EXHIBIT 3.2

                                 RESTATED BYLAWS
                                       OF
                           CGB&L FINANCIAL GROUP, INC.


                                    ARTICLE I
                                     OFFICES


         SECTION 1.1 REGISTERED OFFICE. The registered office of the Corporation
in the State of Delaware shall be located at 1209 Orange Street in the City of
Wilmington, County of New Castle, and the name of the Corporation's registered
agent, located at such address, is The Corporation Trust Company.

         SECTION 1.2 OTHER OFFICES. The Corporation may also have offices at
such other places both within or without the State of Delaware as the Board of
Directors may from time to time determine or the business of the Corporation may
require.


                                   ARTICLE II
                                  STOCKHOLDERS

         SECTION 2.1 ANNUAL MEETING. The annual meeting of the stockholders
shall be held at such time as the Board of Directors shall set on the second
Wednesday in August in each year, beginning in 1999, if not a legal holiday, or,
if a legal holiday, then on the next succeeding business day, for the purpose of
electing directors and for the transaction of such other business as may come
before the meeting. If the election of directors shall not be held on the day
hereinbefore designated for the annual meeting, or at any adjournment thereof,
the Board of Directors shall cause such election to be held at a special meeting
of stockholders as soon thereafter as convenient.

         SECTION 2.2 SPECIAL MEETINGS. Except as otherwise prescribed by
statute, special meetings of the stockholders for any purpose or purposes may be
called and the location thereof designated by the Chairman of the Board or the
President, and shall be called and the location thereof designated by the
Secretary at the direction of a majority of the entire Board of Directors.

         SECTION 2.3 PLACE OF MEETING. Each meeting of the stockholders for the
election of directors shall be held at the office of the Corporation in Cerro
Gordo, Illinois, unless the Board of Directors shall, by resolution, designate
any other place, within or without the State of Delaware, as the place of such
meeting. Meetings of stockholders for any other purpose may be held at such
place, within or without the State of Delaware, and at such time as shall be
determined pursuant to Section 2.2, Special Meetings, and stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

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         SECTION 2.4 NOTICE OF MEETINGS. Written or printed notice stating the
place, date and hour of each annual or special meeting of the stockholders and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called, shall be given not less than ten (10) days nor more than sixty (60)
days before the date of the meeting to each stockholder entitled to vote at such
meeting.

         When a meeting is adjourned to another time or place, no notice of the
adjourned meeting other than an announcement at the meeting as to the time and
place of the adjourned meeting need be given unless the adjournment is for more
than thirty (30) days or a new record date is fixed for the adjourned meeting
after such adjournment.

         SECTION 2.5 STOCKHOLDER LIST. At least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
such meeting, arranged in alphabetical order, and showing the address of each
such stockholder and the number of shares registered in the name of each such
stockholder, shall be prepared by the Secretary. Such list shall be open to
examination of any stockholder of the Corporation during ordinary business
hours, for any purpose germane to the meeting, for a period of at least ten (10)
days prior to the meeting, at a place within the city where the meeting is to be
held, which place shall be specified in the notice of meeting, and the list
shall be produced and kept at the time and place of meeting during the whole
time thereof, and subject to the inspection for any purpose germane to the
meeting of any stockholder who is present.

         SECTION 2.6 QUORUM. A majority of the shares entitled to vote, present
in person or represented by proxy, shall be requisite for, and shall constitute,
a quorum at all meetings of the stockholders of the Corporation for the
transaction of business, except as otherwise provided by statute, the
Certificate of Incorporation or these Bylaws. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat present in person or represented by proxy shall have
power to adjourn the meeting from time to time until a quorum shall be present
or represented. 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 notified.

         SECTION 2.7 PROXIES. At every meeting of the stockholders, each
stockholder having the right to vote thereat shall be entitled to vote in person
or by proxy. Such proxy shall be appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than three (3) years
prior to such meeting, unless such proxy provides for a longer period; and it
shall be filed with the Secretary of the Corporation before, or at the time of,
the meeting.

         SECTION 2.8 VOTING. Unless the Certificate of Incorporation provides
otherwise, at every meeting of stockholders, each stockholder shall be entitled
to one (1) vote for each share of stock of the Corporation entitled to vote
thereat and registered in the name of such stockholder on the books of the
Corporation on the corresponding record date. When a quorum is present at any
meeting of the stockholders, the vote of the holders of a majority of the stock
having voting power which is present in person or represented by proxy shall
decide any question brought before such meeting, unless the question is one upon
which, by provision of the statutes, the Certificate of Incorporation or these
Bylaws, a different vote is required, in


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which case such provision shall govern and control the decision of such
question. If the Certificate of Incorporation provides for more or less than one
vote for any share on any matter, every reference in these Bylaws to a majority
or other proportion of stock shall refer to such majority or other proportion of
the votes of such stock.

         SECTION 2.9 VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. If
shares or other securities having voting power stand of record in the names of
two or more persons, whether fiduciaries, members of a partnership, joint
tenants, tenants in common, tenants by the entirety or otherwise, or if two or
more persons have the same fiduciary relationship respecting the same shares,
unless the secretary of the Corporation is given written notice to the contrary
and is furnished with a copy of the instrument or order appointing them or
creating the relationship wherein it is so provided, their acts with respect to
voting shall have the following effect:

         (1)      If only one votes, his or her act binds all;

         (2)      If more than one votes, the act of the majority so voting
                  binds all;

         (3)      If more than one votes, but the vote is evenly split on any
                  particular matter, each faction may vote the securities in
                  question proportionally, or any person voting the shares, or a
                  beneficiary, if any, may apply to the Court of Chancery or
                  such other court as may have jurisdiction to appoint an
                  additional person to act with the persons so voting the
                  shares, which shall then be voted as determined by a majority
                  of such persons and the person appointed by the Court. If the
                  instrument so filed shows that any such tenancy is held in
                  unequal interests, a majority or even split for the purpose of
                  this subsection shall be a majority or even split in interest.

         SECTION 2.10 VOTING OF CERTAIN SHARES. Shares standing in the name of
another corporation, domestic or foreign, and entitled to vote may be voted by
such officer, agent, or proxy as the bylaws of such corporation may prescribe
or, in the absence of such provisions, as the board of directors of such
corporation may determine. Shares standing in the name of a deceased person, a
minor or an incompetent and entitled to vote may be voted by the administrator,
executor, guardian or conservator, as the case may be, either in person or by
proxy. Shares standing in the name of a trustee, receiver or pledgee and
entitled to vote may be voted by such trustee, receiver or pledgee either in
person or by proxy as provided by Delaware law.

         SECTION 2.11 INSPECTORS. (a) The Corporation shall, in advance of any
meeting of stockholders, appoint one or more inspectors to act at the meeting
and make a written report thereof. The Corporation may designate one or more
persons as alternate inspectors to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of stockholders, the person
presiding at the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of his or her
duties, shall take

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and sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability.

         (b)      The inspectors 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 inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of the duties of the inspectors.

         SECTION 2.12 ACTION WITHOUT MEETING. Any action required or permitted
to be taken by the stockholders of the Corporation must be effected at an annual
or special meeting of stockholders and may not be effected without a meeting by
a consent in writing by such stockholders.

         SECTION 2.13 TREASURY STOCK. Shares of its own stock belonging to the
Corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, directly or
indirectly, by the Corporation, shall not be voted at any meeting and shall not
be counted in determining the total number of outstanding shares for the purpose
of determining whether a quorum is present. Nothing in this Section 2.13 shall
be construed to limit the right of the Corporation to vote shares of its own
stock held by it in a fiduciary capacity.

         SECTION 2.14 BUSINESS TO BE CONSIDERED BY STOCKHOLDERS. (a) Business to
be considered by the stockholders shall be brought before an annual meeting (i)
pursuant to the Corporation's notice of meeting, (ii) by or at the direction of
the Board of Directors or (iii) by any stockholder of the Corporation who was a
stockholder of record at the time of giving of notice provided in subsection (a)
of this Section 2.14, who is entitled to vote with respect thereto and who
complies with the notice procedures set forth in subsection (a) of this Section
2.14. 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 and such proposed business must otherwise be a
proper matter for stockholder action. To be timely, a stockholder's notice must
be delivered to or mailed to and received by the Secretary at the principal
executive offices of the Corporation not later than the close of business on the
60th day nor earlier than the close of business on the 90th day prior to the
first anniversary of the preceding year's annual meeting. In no event shall the
public or other announcement of an adjournment of an annual meeting or the
adjournment thereof commence a new time period for


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the giving of a stockholder's notice as described above. Such stockholder's
notice to the Secretary shall set forth (i) as to any business the stockholder
proposes to bring before the annual meeting, (A) a brief description of the
business desired to be brought before the annual meeting, (B) the reasons for
conducting such business at the annual meeting, (C) any material interest in
such business to such stockholder and (D) the beneficial owner, if any, on whose
behalf the proposed business is made, and (ii) as to the stockholder giving the
notice and the beneficial owner, if any, on whose behalf the proposed business
is to be brought, (A) the name and address of such stockholder, as they appear
on the Corporation's books, and the name and address of such beneficial owner
and (B) the class and number of shares of the Corporation's capital stock that
are owned beneficially and of record by such stockholder and such beneficial
owner.

         (b) At any special meeting of the stockholders, only such business
shall be conducted as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting.

         (c) Notwithstanding anything in the Bylaws of the Corporation to the
contrary, only such business shall be brought before or conducted at a meeting
of stockholders as shall have been brought before the meeting in accordance with
the procedures set forth in this Section 2.14. The officer of the Corporation or
other person presiding over the meeting shall, if the facts so warrant,
determine and declare to the meeting that business was not brought before the
meeting in accordance with the provisions of this Section 2.14 and, if such
person should so determine, such person shall so declare to the meeting and any
such business so determined not to be properly before the meeting shall be
disregarded.

         (d) Notwithstanding the foregoing provisions of this Section 2.14, if
applicable, a stockholder shall also comply with all applicable requirements of
the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations thereunder with respect to the matters set forth in this Section
2.14. Nothing in this Section 2.14 shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to Rule 14a-8 under the Exchange Act, if applicable.


                                   ARTICLE III
                                    DIRECTORS


         SECTION 3.1 NUMBER AND ELECTION. Except for vacancies filled pursuant
to Section 3.2, Resignations and Vacancies, the directors shall be elected by
the stockholders of the Corporation, and at each election the persons receiving
the greatest number of votes, up to the number of directors then to be elected,
shall be the persons then elected. The election of directors is subject to any
provisions contained in the Certificate of Incorporation relating thereto,
including any provisions for a classified board. Directors need not be residents
of the state of Delaware or the state of Illinois.


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         SECTION 3.2 RESIGNATIONS AND VACANCIES. Any director may resign at any
time by giving written notice to the Board of Directors, to the Chairman or to
the President. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

         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 shall be filled by a majority vote of the directors then
in office, although less than a quorum, or by a sole remaining director.
Directors so chosen shall hold office for a term expiring at the annual meeting
of stockholders at which the term of the class to which they have been elected
expires. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director. Newly created
directorships shall be allocated among the classes of directors so that each
class of directors shall consist, as nearly as possible, of one-third of the
total number of directors.

         Any director, or the entire Board of Directors, may be removed from
office at any time, but only for cause and only by the affirmative vote of the
holders of at least eighty percent (80%) of the outstanding shares of all
classes of stock of the Corporation generally entitled to vote in the election
of directors, considered for purposes of this paragraph of Section 3.2 as one
class.

         SECTION 3.3 NOMINATIONS FOR DIRECTORS. Nominations for the election of
directors may be made by the Board of Directors or by any stockholder entitled
to vote for the election of directors who complies with the requirements
provided in the Certificate of Incorporation.

         SECTION 3.4 MANAGEMENT OF AFFAIRS OF CORPORATION. The property,
business and affairs of the Corporation shall be managed by and under the
direction of its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by stockholders. In case the Corporation shall transact any
business or enter into any contract with a director or officer, or with any
organization in which one or more of its directors or officers, are directors or
officers, or have a financial interest, the officers of the Corporation and
directors in question shall be severally under the duty of disclosing all
material facts as to their interest to the remaining directors promptly if and
when such interested officers or such interested directors in question shall
become advised of the circumstances. In the case of continuing relationships in
the normal course of business such disclosure shall be deemed effective, when
once given, as to all transactions and contracts subsequently entered into.

         SECTION 3.5 DIVIDENDS AND RESERVES. Dividends upon stock of the
Corporation may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, in shares
of stock or otherwise in the form, and to

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the extent, permitted by law. The Board of Directors may set apart, out of any
funds of the Corporation available for dividends, a reserve or reserves for
working capital or for any other lawful purpose, and also may abolish any such
reserve in the manner in which it was created.

         SECTION 3.6 REGULAR MEETINGS. An annual meeting of the Board of
Directors shall be held, without other notice than these bylaws, immediately
after, and at the same place as, the annual meeting of the stockholders. The
Board of Directors may provide, by resolution, the time and place, either within
or without the State of Delaware, for the holding of additional regular meetings
without other notice than such resolution.

         SECTION 3.7 SPECIAL MEETING. Special meetings of the Board of Directors
may be called by the Chairman or the President and shall be called by the
Secretary at the request of any two (2) directors, to be held at such time and
place, either within or without the State of Delaware, as shall be designated by
the call and specified in the notice of such meeting; and notice thereof shall
be given as provided in Section 3.8, Notice of Special Meetings, of these
Bylaws.

         SECTION 3.8 NOTICE OF SPECIAL MEETINGS. Except as otherwise prescribed
by statute, written or actual oral notice of the time and place of each special
meeting of the Board of Directors shall be given at least two (2) days prior to
the time of holding the meeting or within such shorter period before the meeting
as the person or persons calling such meeting deem appropriate in the
circumstance. Any director may waive notice of any meeting.

         SECTION 3.9 QUORUM. At each meeting of the Board of Directors, the
presence of not less than a majority of the whole board shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, the Certificate of Incorporation or these
Bylaws. If a quorum shall not be present at any meeting of directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Unless otherwise restricted by the Certificate of Incorporation or
these Bylaws, any member of the Board of Directors or of any committee
designated by the Board may participate in a meeting of the directors or any
committee thereof by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other, and participation in a meeting by means of such equipment shall
constitute presence in person at such meeting.

         SECTION 3.10 PRESUMPTION OF ASSENT. Unless otherwise provided by
statute, a director of the Corporation who is present at a meeting of the Board
of Directors at which action is taken on any corporate matter shall be presumed
to have assented to the action taken unless such director's dissent shall be
entered in the minutes of the meeting or unless such director shall, file a
written dissent to such action with the person acting as secretary of the
meeting before the

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adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

         SECTION 3.11 ACTION WITHOUT MEETING. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof, may be taken without a meeting, if a written consent thereto is signed
by all members of the Board or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.

         SECTION 3.12 PRESIDING OFFICER. The presiding officer at any meeting of
the Board of Directors shall be the Chairman of the Board or, in the Chairman's
absence, the President or, in the President's absence, any other director
elected chairman by vote of a majority of the directors present at the meeting.

         SECTION 3.13 EXECUTIVE COMMITTEE. The Board of Directors may, by
resolution passed by two-thirds of the total number of directors, designate two
or more directors of the Corporation to constitute an executive committee,
which, to the extent provided in the resolution and by Delaware law, shall have
and may exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation and may authorize the
seal of the Corporation to be affixed to all papers which may require it.

         SECTION 3.14 OTHER COMMITTEES. The Board of Directors may, by
resolution passed by a majority of the number of directors fixed by these
Bylaws, designate such other committees as it may from time to time determine.
Each such committee shall consist of such number of directors, shall serve for
such term and shall have and may exercise, during intervals between meetings of
the Board of Directors, such duties, functions and powers as the Board of
Directors may from time to time prescribe.

         SECTION 3.15 ALTERNATES. The Board of Directors may from time to time
designate from among the directors alternates to serve on one or more committees
as occasion may require. Whenever a quorum cannot be secured for any meeting of
any committee from among the regular members thereof and designated alternates,
the member or members of such committee present at such meeting and not
disqualified from voting, whether or not the member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in place of such absent or disqualified member.

         SECTION 3.16 QUORUM AND MANNER OF ACTING-COMMITTEES. The presence of a
majority of members of any committee shall constitute a quorum for the
transaction of business at any meeting of such committee, and the act of a
majority of those present shall be necessary for the taking of any action
thereat, provided that no action may be taken by any such committee without the
favorable vote of members of the committee who are not officers or full-time

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employees of the Corporation at least equal to the favorable vote of members of
such committee who are officers or full-time employees of the Corporation.

         SECTION 3.17 COMMITTEE CHAIRMAN, BOOKS AND RECORDS, ETC. The chairman
of each committee shall be selected from among the members of the committee by a
majority of the committee. Each committee shall keep a record of its acts and
proceedings, and all actions of each committee shall be reported to the Board of
Directors at its next meeting. Each committee shall fix its own rules of
procedure not inconsistent with these Bylaws or the resolution of the Board of
Directors designating such committee and shall meet at such times and places and
upon such call or notice as shall be provided by such rules.

         SECTION 3.18 FEES AND COMPENSATION OF DIRECTORS. Directors shall not
receive any stated salary for their services as such; but, by resolution of the
Board of Directors, a fixed fee, with or without expenses of attendance, may be
allowed for attendance at each regular or special meeting of the Board. Members
of the Board shall be allowed their reasonable traveling expenses when actually
engaged in the business of the Corporation. Members of any committee may be
allowed like fees and expenses for attending committee meetings. Nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

         SECTION 3.19 RELIANCE UPON RECORDS. Every director of the Corporation,
or member of any committee designated by the Board of Directors, shall, in the
performance of such person's duties, be fully protected in relying in good faith
upon the records of the Corporation and upon such information, opinions, reports
or statements presented to the Corporation by any of the Corporation's officers
or employees, or committees of the Board of Directors, or by any other person as
to matters the director or 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.


                                   ARTICLE IV
                                     NOTICES

         SECTION 4.1 MANNER OF NOTICE. Whenever under the provisions of the
statutes, the Certificate of Incorporation or these Bylaws notice is required to
be given to any stockholder, director or member of any committee designated by
the Board of Directors, it shall not be construed to require personal delivery
and such notice may be given in writing by depositing it, in a sealed envelope,
in the United States mails, air mail or first class, postage prepaid, addressed
(or by delivering it to a telegraph company, charges prepaid, for transmission
or by facsimile) to such stockholder, director or member either at the address
of such stockholder, director or member as it appears on the books of the
Corporation or, in the case of such a director or member, at such person's
business address; and such notice shall be deemed to be given at the time when
it is thus deposited in the United States mails (or delivered to the telegraph
company or the facsimile transmission is acknowledged). Such requirement for
notice

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shall be deemed satisfied, except in the case of stockholder meetings with
respect to which written notice is mandatorily required by law, if actual notice
is received orally or in writing by the person entitled thereto as far in
advance of the event with respect to which notice is given as the minimum notice
period required by law, the Certificate of Incorporation or these Bylaws.

         SECTION 4.2 WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of the statutes, the Certificate of Incorporation, or
these Bylaws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before, at or after the time stated therein,
shall be deemed equivalent thereto. Attendance by a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders, directors or committee of
directors need be specified in any written waiver of notice unless so required
by statute, the Certificate of Incorporation or these Bylaws.


                                    ARTICLE V
                                    OFFICERS

         SECTION 5.1 OFFICES AND OFFICIAL POSITIONS. The officers of the
Corporation shall be a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary, a Treasurer, and such Assistant Secretaries, Assistant
Treasurers, and other officers as the Board of Directors shall determine. Any
two or more offices may be held by the same person. Except for the Chairman of
the Board, none of the officers need be a director, a stockholder of the
Corporation or a resident of the State of Delaware. The Board of Directors may
from time to time establish, and abolish, official positions within the
divisions into which the business and operations of the Corporation may be
divided, pursuant to Section 6.1, Divisions of the Corporation, of these Bylaws,
and assign titles and duties to such positions. Those appointed to official
positions within divisions may, but need not, be officers of the Corporation.
The Board of Directors shall appoint officers to official positions within a
division and may with or without cause remove from such a position any person
appointed to it. In any event, the authority incident to an official position
within a division shall be limited to acts and transactions within the scope of
the business and operations of such division.

         SECTION 5.2 ELECTION AND TERM OF OFFICE. The officers of the
Corporation shall be elected annually by the Board of Directors at their first
meeting held after each regular annual meeting of the stockholders. If the
election of officers shall not be held at such meeting of the Board, such
election shall be held at a regular or special meeting of the Board of Directors
as soon thereafter as may be convenient. Each officer shall hold office until
such officer's successor is elected and qualified or until such officer's death
or resignation or until such officer shall have been removed in the manner
hereinafter provided.


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         SECTION 5.3 REMOVAL AND RESIGNATION. Any officer may be removed, either
with or without cause, by a majority of the directors then in office at any
regular or special meeting of the Board; but such removal shall be without
prejudice to the contract rights, if any, of such person so removed. Any officer
may resign at any time by giving written notice to the Board of Directors, to
the Chairman, to the President or to the Secretary of the Corporation. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

         SECTION 5.4 VACANCIES. A vacancy in any office because of death,
resignation, removal, or any other cause may be filled by the Board of
Directors.

         SECTION 5.5 CHAIRMAN OF THE BOARD. The Board of Directors shall elect a
Chairman of the Board from among the directors. The Chairman of the Board shall
preside at all meetings of the stockholders and directors, and shall have such
other powers and duties as the Board of Directors may from time to time
prescribe.

         SECTION 5.6 PRESIDENT. The President shall be the chief executive
officer of the Corporation. In the absence of the Chairman of the Board, the
President shall preside at all meetings of the stockholders and, if a member, at
all meetings of the Board of Directors. The President shall have the overall
supervision of the business of the Corporation and shall direct the affairs and
policies of the Corporation, subject to such policies and directions as may be
provided by the Board of Directors. The President shall have authority to
designate the duties and powers of other officers and delegate special powers
and duties to specified officers, so long as such designation shall not be
inconsistent with the statutes, these Bylaws or action of the Board of
Directors. The President shall also have power to execute, and shall execute,
deeds, mortgages, bonds, contracts or other instruments of the Corporation
except where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly delegated
by the Board of Directors or by the President to some other officer or agent of
the Corporation. The President may sign with the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, certificates for shares of
stock of the Corporation the issuance of which shall have been duly authorized
by the Board of Directors, and shall vote, or give a proxy to any other person
to vote, all shares of the stock of any other Corporation standing in the name
of the Corporation. The President in general shall have all other powers and
shall perform all other duties which are incident to the chief executive office
of a Corporation or as may be prescribed by the Board of Directors from time to
time.

         SECTION 5.7 VICE PRESIDENTS. In the absence of the President, or in the
event of the President's inability or refusal to act, the Vice Presidents in
order of their rank as fixed by the Board of Directors or, if not ranked, the
Vice President designated by the Board of Directors or the President, shall
perform all duties of the President and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the President. The Vice
Presidents shall have such other powers and perform such other duties, not
inconsistent with the statutes, these Bylaws, or action of the Board of
Directors, as from time to time may be prescribed for them,

                                      -11-

<PAGE>



respectively, by the Board of Directors or the President. Any Vice President may
sign, with the Secretary or an Assistant Secretary, or the Treasurer or an
Assistant Treasurer, certificates for shares of stock of the Corporation the
issuance of which shall have been duly authorized by the Board of Directors.

         SECTION 5.8 SECRETARY. The Secretary shall: (i) keep the minutes of the
meetings of the stockholders, the Board of Directors and committees of
directors, in one or more books provided for that purpose; (ii) see that all
notices are fully given in accordance with the provisions of these Bylaws or as
required by law; (iii) have charge of the corporate records and of the seal of
the Corporation; (iv) affix the seal of the Corporation or a facsimile thereof,
or cause it to be affixed, to all certificates for shares prior to the issuance
thereof and to all documents the execution of which on behalf of the Corporation
under its seal is duly authorized by the Board of Directors or otherwise in
accordance with the provisions of these Bylaws; (v) keep a register of the post
office address of each stockholder, director and committee member which shall
from time to time be furnished to the Secretary by such stockholder, director or
member; (vi) sign with the President, or a Vice President, certificates for
shares of stock of the Corporation, the issuance of which shall have been duly
authorized by resolution of the Board of Directors; (vii) have general charge of
the stock transfer books of the Corporation; and (viii) in general, perform all
duties incident to the office of Secretary and such other duties as from time to
time may be assigned by the President or by the Board of Directors. The
Secretary may delegate such details of the performance of duties of the office
as may be appropriate in the exercise of reasonable care to one or more persons
in his or her stead, but shall not thereby be relieved of responsibility for the
performance of such duties.

         SECTION 5.9 TREASURER. The Treasurer shall: (i) be responsible to the
Board of Directors for the receipt, custody and disbursements of all funds and
securities of the Corporation; (ii) receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever and deposit all such
moneys in the name of the Corporation in such banks, trust companies or other
depositories as shall from time to time be selected in accordance with the
provisions of Section 7.4, Deposits, of these Bylaws; (iii) disburse the funds
of the Corporation as ordered by the Board of Directors or the President or as
otherwise required in the conduct of the business of the Corporation; (iv)
render to the President or Board of Directors, upon request, an account of all
transactions as Treasurer and on the financial condition of the Corporation; and
(v) in general, perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be assigned by the President, by the
Board of Directors or these Bylaws. The Treasurer may sign, with the President,
or a Vice President, certificates for shares of stock of the Corporation, the
issuance of which shall have been duly authorized by resolution of the Board of
Directors. The Treasurer may delegate such details of the performance of duties
of the office as may be appropriate in the exercise of reasonable care to one or
more persons in his or her stead, but shall not thereby be relieved of
responsibility for the performance of such duties. If required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge of his or
her duties in such sum, and with such surety or sureties, as the Board of
Directors shall determine.


                                      -12-

<PAGE>



         SECTION 5.10 ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
Assistant Treasurers and Assistant Secretaries shall perform all functions and
duties which the Secretary or Treasurer, as the case may be, may assign or
delegate; but such assignment or delegation shall not relieve the principal
officer from the responsibilities and liabilities of his or her office. In
addition, an Assistant Secretary or an Assistant Treasurer, as thereto
authorized by the Board of Directors, may sign with the President, or a Vice
President, certificates for shares of the Corporation, the issuance of which
shall have been duly authorized by resolution of the Board of Directors; and the
Assistant Secretaries and Assistant Treasurers shall, in general, perform such
duties as shall be assigned to them by the Secretary or the Treasurer,
respectively, or by the President or by the Board of Directors. The Assistant
Treasurers shall, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums, and with such surety or
sureties, as the Board of Directors shall determine.

         SECTION 5.11 SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors or by such officer as the Board of
Directors may designate for such purpose or as the Board of Directors may
otherwise direct. No officer shall be prevented from receiving a salary or other
compensation by reason of the fact that he or she is also a director of the
Corporation.


                                   ARTICLE VI
                                    DIVISIONS

         SECTION 6.1 DIVISIONS OF THE CORPORATION. The Board of Directors shall
have the power to create and establish such operating divisions of the
Corporation as it may from time to time deem advisable.

         SECTION 6.2 OFFICIAL POSITIONS WITHIN A DIVISION. The President may
appoint individuals, whether or not they are officers of the Corporation, to,
and may, with or without cause, remove them from, official positions established
within a division, but not filled by the Board of Directors. (See also Section
5.1, Offices and Official Positions, of these Bylaws.)


                                   ARTICLE VII
                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         SECTION 7.1 CONTRACTS AND OTHER INSTRUMENTS. The Board of Directors may
authorize any officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
Corporation, or of any division thereof, and such authority may be general or
confined to specific instances.

         SECTION 7.2 LOANS. No loans shall be contracted on behalf of the
Corporation, or any division thereof, and no evidence of indebtedness shall be
issued in the name of the Corporation,

                                      -13-

<PAGE>



or any division thereof, unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific instances.

         SECTION 7.3 CHECKS, DRAFTS, ETC. All checks, demands, drafts or other
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation, or any division thereof, shall be signed by such
officer or officers, agent or agents of the Corporation; and in such manner, as
shall from time to time be authorized by the Board of Directors.

         SECTION 7.4 DEPOSITS. All funds of the Corporation, or any division
thereof, not otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or other depositories
as the Board of Directors may select.


                                  ARTICLE VIII
                    CERTIFICATES OF STOCK AND THEIR TRANSFER

         SECTION 8.1 CERTIFICATES OF STOCK. The certificates of stock of the
Corporation shall be in such form as may be determined by the Board of
Directors, shall be numbered and shall be entered in the books of the
Corporation as they are issued. They shall exhibit the holder's name and number
of shares and shall be signed by the President or a Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.
If any stock certificate is signed (i) by a transfer agent or an assistant
transfer agent or (ii) by a transfer clerk acting on behalf of the Corporation
and a registrar, the signature of any officer of the Corporation may be
facsimile. In case any such officer whose facsimile signature has thus been used
on any such certificate shall cease to be such officer, whether because of
death, resignation or otherwise, before such certificate has been delivered by
the Corporation, such certificate may nevertheless be delivered by the
Corporation, as though the person whose facsimile signature has been used
thereon had not ceased to be such officer. All certificates properly surrendered
to the Corporation for transfer shall be canceled and no new certificate shall
be issued to evidence transferred shares until the former certificate for at
least a like number of shares shall have been surrendered and canceled and the
Corporation reimbursed for any applicable taxes on the transfer, except that in
the case of a lost, destroyed or mutilated certificate a new certificate may be
issued therefor upon such terms, and with such indemnity (if any) to the
Corporation, as the Board of Directors may prescribe specifically or in general
terms or by delegation to a transfer agent for the Corporation.

         SECTION 8.2 LOST, STOLEN OR DESTROYED CERTIFICATES. The Board of
Directors in individual cases, or by general resolution or by delegation to the
transfer agent, may direct a new certificate or certificates to be issued in
place of any certificate or certificates theretofore issued by the Corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the Board of Directors may, in its discretion and as a condition precedent to
the issuance thereof, require the

                                      -14-

<PAGE>



owner of such lost, stolen or destroyed certificates, or such owner's legal
representative, to advertise the same in such manner as it shall require and/or
to give the Corporation a bond in such sum as it may direct as indemnity against
any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

         SECTION 8.3 TRANSFERS OF STOCK. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, and upon payment of applicable taxes with respect to such transfer,
and in compliance with any restrictions on transfer applicable to the
certificate or shares represented thereby of which the Corporation shall have
notice and subject to such rules and regulations as the Board of Directors may
from time to time deem advisable concerning the transfer and registration of
certificates for shares of capital stock of the Corporation, the Corporation
shall issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books. Transfers of shares shall
be made only on the books of the Corporation by the registered holder thereof or
by such holder's attorney or successor duly authorized as evidenced by documents
filed with the Secretary or transfer agent of the Corporation.

         SECTION 8.4 RESTRICTIONS ON TRANSFER. Any stockholder may enter into an
agreement with other stockholders or with the Corporation providing for
reasonable limitation or restriction on the right of such stockholder to
transfer shares of capital stock of the Corporation held by such stockholder,
including, without limiting the generality of the foregoing, agreements granting
to such other stockholders or to the Corporation the right to purchase for a
given period of time any of such shares on terms equal to terms offered such
stockholders by any third party. Any such limitation or restriction on the
transfer of shares of the Corporation may be set forth on certificates
representing shares of capital stock or notice thereof may be otherwise given to
the Corporation or the transfer agent, in which case the Corporation or the
transfer agent shall not be required to transfer such shares upon the books of
the Corporation without receipt of satisfactory evidence of compliance with the
terms of such limitation or restriction.

         SECTION 8.5 NO FRACTIONAL SHARE CERTIFICATES. Certificates shall not be
issued representing fractional shares of stock.

         SECTION 8.6 STOCKHOLDER OF RECORD. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in fact
thereof and accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.



                                      -15-

<PAGE>



                                   ARTICLE IX
                                 INDEMNIFICATION

         (a) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation), by reason of the
fact that such person is or was a director or officer of the Corporation, or is
or was a director or officer of the Corporation serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in, or not opposed to, the best interests of
the Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contenders or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his or her conduct was unlawful.

         (b) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that such person is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Corporation, and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

         (c) The Corporation may indemnify any person who is or was an employee
or agent of the Corporation, or is or was an employee or agent of the
Corporation serving at the request of the Corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust or
other enterprise to the extent and under the circumstances provided by
subsections (a) and (b) of this ARTICLE IX with respect to a person who is or
was a director or officer of the Corporation. To the extent that an employee or
agent of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred

                                      -16-

<PAGE>



         to in subsections (a) and (b) of this ARTICLE IX, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.

         (d) Any indemnification under subsections (a) and (b) of this ARTICLE
IX (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director or officer is proper in the circumstances because such person has met
the applicable standard of conduct set forth in subsections (a) and (b) of this
ARTICLE IX. Such determination shall be made (i) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) if there are no such directors, or if such directors
so direct, by independent legal counsel in a written opinion, or (iii) by the
stockholders.

         (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the Corporation as authorized in this ARTICLE IX. Such expenses
(including attorneys' fees) incurred by other employees and agents may be so
paid upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

         (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this ARTICLE IX shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
such office.

         (g) The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
such person and incurred by such person in any such capacity, or arising out of
such person's status as such, whether or not the Corporation would have the
power to indemnify such person against such liability under this ARTICLE IX or
otherwise.

         (h) For purposes of this ARTICLE IX, references to "the Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint

                                      -17-

<PAGE>



venture, trust or other enterprise, shall stand in the same position under this
ARTICLE IX with respect to the resulting or surviving corporation as such person
would have with respect to such constituent corporation if its separate
existence had continued.

         (i) For purposes of this ARTICLE IX, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to any employee benefit plan; and
references to "serving at the request of the Corporation" shall include any
service as a director or officer of the Corporation which imposes duties on, or
involves services by, such director or officer with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted in good
faith and in a manner such person reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the Corporation"
as referred to in this ARTICLE IX.

         (j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this ARTICLE IX shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

         (k) The Delaware Court of Chancery is vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this ARTICLE IX. The Delaware Court of Chancery
may summarily determine the Corporation's obligation to advance expenses
(including attorneys' fees).

         (l) Notwithstanding any other Section of these Bylaws, no amendment,
modification, restatement or repeal of the Bylaws shall limit or impair in any
manner the rights of any person to indemnification or advancement of expenses
under this ARTICLE IX in respect of any action or failure to act occurring prior
to such amendment, modification, restatement or repeal.


                                    ARTICLE X
                               GENERAL PROVISIONS

         SECTION 10.1 FISCAL YEAR. The fiscal year of the Corporation shall
begin on April 1 of each year and end on March 31 of each year.

         SECTION 10.2 SEAL. The corporate seal shall have inscribed thereon the
name of the Corporation, and the words "CORPORATE SEAL" and "DELAWARE;" and it
shall otherwise be in the form approved by the Board of Directors. Such seal may
be used by causing it, or a facsimile thereof, to be impressed or affixed or
otherwise reproduced.



                                      -18-

<PAGE>


                                   ARTICLE XI
                                   AMENDMENTS

         Subject to any contrary or limiting provisions contained in the
Certificate of Incorporation, these Bylaws may be amended or repealed, or new
Bylaws may be adopted (i) by the affirmative vote of the holders of at least
eighty percent (80%) of the outstanding shares of all classes of stock of the
Corporation generally entitled to vote in the election of directors, considered
for purposes of this ARTICLE XI as one class, or (ii) the affirmative vote of a
majority of the members of the Board of Directors then in office at any regular
or special meeting. Any Bylaws adopted or amended by the stockholders may be
amended or repealed by the Board of Directors or the stockholders.



                                      -19-