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                                                               EXHIBIT 3(ii).1
                                      BY-LAWS OF FIRST OTTAWA BANCSHARES, INC.


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                        FIRST OTTAWA BANCSHARES, INC.




                                   BY-LAWS









                       ADOPTED AS OF SEPTEMBER 13, 2000




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                                   BY-LAWS OF

                          FIRST OTTAWA BANCSHARES, INC.

                            (A DELAWARE CORPORATION)


                                ARTICLE I OFFICES

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

         SECTION 1.2 OTHER OFFICES. The Corporation may also have offices at
such other places both within and 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 MEETINGS. An annual meeting of stockholders shall
be held each year for the election of directors at such date, time and place
either within or without the State of Delaware as shall be designated by the
Board of Directors. Any other proper business may be transacted at the annual
meeting of stockholders.

         SECTION 2.2 SPECIAL MEETINGS. Special meetings of stockholders may
be called at any time by the Board of Directors, the Chairman, if any, the
Vice Chairman, if any, or the President and shall be called by the Chairman
or the Secretary at the request, in

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writing, of stockholders who hold a majority of the outstanding shares of
capital stock entitled to vote at the meeting. Each special meeting shall be
held at such date, time and place either within or without the State of
Illinois as shall be designated by the person or persons calling such meeting
at least ten days prior to such meeting.

         SECTION 2.3 NOTICE OF MEETING. Unless otherwise provided by law,
whenever stockholders are required or permitted to take any action at a
meeting, a written notice of the meeting shall be given which shall state the
date, time and place of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called. Unless otherwise
provided by law, the written notice of any meeting shall be given not less
than ten nor more than sixty days before the date of the meeting to each
stockholder entitled to vote at the meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.

         SECTION 2.4 ADJOURNMENTS. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the time
and place thereof are announced at the meeting at which the adjournment is
taken. At the adjourned meeting, the Corporation may transact any business
which might have been transacted at the original meeting. If the adjournment
is for more than thirty days, or if after the adjournment a new record date
is fixed for the adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the meeting.

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         SECTION 2.5 QUORUM. Unless otherwise provided by law or the
certificate of incorporation, at each meeting of stockholders, the presence
in person or representation by proxy of the holders of a majority of the
outstanding shares of capital stock entitled to vote at the meeting shall
constitute a quorum for the transaction of business. In the absence of a
quorum, the stockholders so present and represented may, by vote of the
holders of a majority of the shares of capital stock of the Corporation so
present and represented, adjourn the meeting from time to time until a quorum
shall attend, and the provisions of Section 2.4 of these by-laws shall apply
to each such adjournment. Shares of its own capital stock belonging on the
record date for the meeting 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 neither be entitled to vote nor be counted for quorum purposes;
provided, however, that the foregoing shall not limit the right of the
Corporation to vote stock, including but not limited to its own stock, held
by it in a fiduciary capacity.

         SECTION 2.6 ORGANIZATION. Meetings of stockholders shall be presided
over by the Chairman, or by the Vice Chairman, or by the President, or in the
absence of the foregoing persons by a chairman designated by the Board of
Directors, or in the absence of such designation by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his/her
absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.

         SECTION 2.7 VOTING; PROXIES. Except as otherwise provided by the
certificate of incorporation, each stockholder entitled to vote at any
meeting of stockholders shall be entitled to one (1) vote for each share of
capital stock held by him which has voting

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power on the subject matter submitted to a vote at the meeting and, in all
elections of directors, every stockholder which has voting power on the
election of directors shall have the right to vote the number of shares owned
by such stockholder for as many persons as there are directors to be elected,
or to cumulate such votes and give one candidate as many votes as shall equal
the number of directors multiplied by the number of such shares or to
distribute such cumulative votes in any proportion among any number of
candidates. Each stockholder entitled to vote at a meeting of stockholders or
to express consent or dissent to corporate action in writing without a
meeting may authorize another person or persons to act for him by proxy, but
no such proxy shall be voted or acted upon after three years from its date,
unless the proxy provides for a longer period. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as,
it is coupled with an interest sufficient in law to support an irrevocable
power. A stockholder may revoke any proxy which is not irrevocable by
attending the meeting and voting in person or by filing an instrument in
writing revoking the proxy or another duly executed proxy bearing a later
date with the Secretary before the proxy is voted. Unless otherwise required
by law, voting of stockholders for the election of directors need not be by
written ballot. Voting of stockholders for all other matters need not be by
written ballot unless so determined at a stockholders meeting by the vote of
the holders of a majority of the outstanding shares of capital stock present
in person or represented by proxy at the meeting and entitled to vote on the
subject matter submitted to a vote at the meeting. Unless otherwise provided
by law or the certificate of incorporation, the vote of the holders of a
majority of the shares of capital stock of the Corporation present in person
or represented by proxy at a meeting at which a quorum is

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present and entitled to vote on the subject matter submitted to a vote at the
meeting shall be the act of the stockholders.

         SECTION 2.8 FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD.
In order that the Corporation may determine the stockholders entitled to
notice of or to vote at any meeting of stockholders or any adjournment
thereof or to express consent to corporate action in writing without a
meeting, or entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled 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, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, more than ten days after the date upon which the resolution
fixing the record date with respect to the taking of corporate action by
written consent without a meeting is adopted by the Board of Directors, nor
more than sixty days prior to any other action. If no record date is fixed:
(a) 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; (b) the record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the day on
which the first written consent is expressed; (c) the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when prior action by the Board of Directors is
required, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (d) the record

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date for determining stockholders for any other purpose shall be at
the close of business on the day on which the Board of Directors adopts the
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 2.9 LIST OF STOCKHOLDERS ENTITLED TO VOTE. The Secretary
shall make, at the earlier of ten days before every meeting of the
stockholders or ten days after the record date, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a such period, either at a place within
the city where the meeting is to be held, which place shall be specified in
the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof and may be inspected
by any stockholder who is present.

                    ARTICLE III BOARD OF DIRECTORS

         SECTION 3.1 POWERS; NUMBER; QUALIFICATIONS. Unless otherwise
provided by law or the certificate of incorporation, the business and affairs
of the Corporation shall be managed by or under the direction of the Board of
Directors. Unless otherwise provided by the certificate of incorporation, the
Board of Directors shall consist of ten directors,

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each of whom shall own, in his or her own right, free and unencumbered, not
less than 1000 shares of stock of the Corporation.

         SECTION 3.2 ELECTION; TERM OF OFFICE; RESIGNATION; REMOVAL;
VACANCIES. Each director shall hold office until his successor is elected and
qualified or until his earlier death, resignation or removal. Any director
may resign at any time upon written notice to the Corporation directed to the
Board of Directors or the Secretary. Such resignation shall take effect at
the time specified therein, and unless otherwise specified therein no
acceptance of such resignation shall be necessary to make it effective. No
director may be removed except for cause and then only by an affirmative vote
of at least two-thirds of the Board of Directors. Unless otherwise provided
by the certificate of incorporation or by these bylaws, vacancies and newly
created directorships resulting from any increase in the authorized number of
directors or any other cause may be filled by the vote of a majority of the
directors then in office.

         SECTION 3.3 PROCEDURE FOR NOMINATION. Not less than 30 days prior to
the annual meeting of stockholders, the Board of Directors shall nominate a
slate of candidates including one nominee for each available seat and shall
notify the stockholders of the slate of nominees with the proxy material
submitted prior to the annual meeting. Other nominations of qualified
directors may be made by any stockholder so long as they are received by the
Secretary of the Corporation, in writing, on a form to be provided for that
purpose, not less than ten days prior to the annual meeting, and so long as
these nominations are otherwise in conformity with applicable laws and
regulations.

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         SECTION 3.4 REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at such dates, times and places either within or without
the State of Delaware as the Board of Directors shall from time to time
determine.

         SECTION 3.5 SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called at any time by the Chairman, if any, the Vice Chairman,
if any, the President or by any two members of the Board of Directors. Each
special meeting shall be held at such date, time and place either within or
without the State of Delaware as shall be fixed by the person or persons calling
the meeting.

         SECTION 3.6 NOTICE OF MEETINGS. Written notice of each meeting of the
Board of Directors shall be given which shall state the date, time and place of
the meeting. The written notice of any meeting shall be given at least
twenty-four hours in advance of the meeting to each director. Notice may be
given by letter, telegram, e-mail, telex or facsimile and shall be deemed to
have been given when, delivered to the telegraph company or transmitted by
e-mail, telex or facsimile, or forty-eight hours after deposited in the United
States mail, as the case may be.

         SECTION 3.7 TELEPHONIC MEETINGS PERMITTED. Members of the Board of
Directors or any committee designated by the Board of Directors may participate
in a meeting of the Board of Directors or of such committee by means of
conference telephone or similar communication equipment by means of which all
persons participating in the meeting can hear each other, and participation in
the meeting pursuant to this by-law shall constitute presence in person at such
meeting.


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         SECTION 3.8 QUORUM; VOTE REQUIRED FOR ACTION. Unless otherwise required
by law, at each meeting of the Board of Directors, the presence of three-fourths
of the total number of directors shall constitute a quorum for the transaction
of business. The vote of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors, unless the
vote of a greater number is required by law or the certificate of incorporation.
In case at any meeting of the Board of Directors a quorum shall not be present,
the members of the Board of Directors present may by majority vote adjourn the
meeting from time to time, with notice as provided in section 3.5 for the
continuation of the meeting so adjourned.

         SECTION 3.9 ORGANIZATION. Meetings of the Board of Directors shall be
presided over by the Chairman, or in his absence by the Vice-Chairman, or in his
absence by the President, or in their absence by a chairman chosen at the
meeting. The Secretary shall act as secretary of the meeting, but in his/her
absence the chairman of the meeting may appoint any person to act as secretary
of the meeting.

         SECTION 3.10 ACTION BY DIRECTORS WITHOUT A MEETING. Unless otherwise
provided by the certificate of incorporation, any action required or permitted
to be taken at any meeting of the Board of Directors or any committee designated
by the Board of Directors may be taken without a meeting if all members of the
Board of Directors or of such committee consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors or such committee.

         SECTION 3.11 COMPENSATION OF DIRECTORS. Unless otherwise provided by
the certificate of incorporation, the Board of Directors shall have the
authority to fix the


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compensation of directors, which compensation may include the reimbursement
of expenses incurred in connection with meetings of the Board of Directors or
a committee thereof.

                              ARTICLE IV COMMITTEES

         SECTION 4.1 COMMITTEES. The Board of Directors may, by resolution
passed by a majority of the whole Board of Directors, designate one or more
committees, each committee to consist of one or more of the directors of the
Corporation. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member of such committee at any meeting thereof.

         SECTION 4.2 STANDING COMMITTEES. In addition to the generality of the
foregoing, there shall be standing committees of the Board consisting of the
Executive, Personnel, Funds Management, Trust, Audit, Loan, Long Range Planning,
and Nominating Committees. Each Committee shall consist of at least three
directors. Each committee shall rotate membership so that a director will serve
on a committee for no more than three years, and so that the chairperson of each
committee shall have served on that committee for at least one year prior to
being selected as chairperson. Exceptions to rotation and chair positions shall
be noted in the minutes. The Audit Committee shall consist solely of outside
directors.

         The Personnel Committee shall consist of the entire board, and shall
meet on an as required basis. All other committees shall meet not less
frequently than quarterly,


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shall maintain minutes of all activities and shall report those minutes and
other information to the entire Board.

         The Nominating Committee shall meet as necessary and shall maintain an
ongoing list of potential new directors. Consideration for new directors shall
include business development opportunities, community involvement, and judgment
in the execution of responsibilities to the shareholders. The Nominating
Committee shall remit to the entire board, on an annual basis in January of each
year, the three nominees from which the full board may select candidates to the
board. All voting on nominees and selection to the full board shall be by secret
ballot.

         SECTION 4.3 POWER OF COMMITTEES. Any committee designated by the Board
of Directors, to the extent provided in a resolution of the Board of Directors,
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; but no such committee shall have the power or authority to take any
action which by law may only be taken by the Board of Directors or to take any
action with reference to: amending the certificate of incorporation (except that
a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors,
fix the designation and any of the preferences or rights of such shares relating
to dividends, redemption, dissolution, any distribution of assets of the
Corporation or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other class
or classes of stock of the Corporation or fix the number of shares of any series
of stock or authorize the increase or decrease of the


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shares of any series), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommending to
the stockholders a dissolution of the Corporation or a revocation of
dissolution, removing or indemnifying directors or amending these by-laws;
and, unless a resolution of the Board of Directors expressly so provides, no
such committee shall have the power or authority 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 General Corporation Law of the State of
Delaware.

         SECTION 4.4 COMMITTEE RULES. Unless the Board of Directors otherwise
provides, each committee designated by the Board of Directors may adopt, amend
and repeal rules for the conduct of its business. In the absence of a resolution
by the Board of Directors or a provision in the rules of such committee to the
contrary, the presence of a majority of the total number of members of such
committee shall constitute a quorum for the transaction of business, and the
vote of a majority of the members present at a meeting at which a quorum is
present shall be the act of such committee. Only committee members may vote at a
committee meeting.


                               ARTICLE V OFFICERS

SECTION 5.1 OFFICERS; ELECTIONS. As soon as practicable after the annual meeting
of stockholders in each year, the Board of Directors shall elect from its
membership or outside thereof a President and a Secretary. The Board of
Directors may also elect from its membership a Chairman of the Board of
Directors (herein called "Chairman") and a


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Vice Chairman of the Board of Directors (herein called "Vice Chairman"), and
from its membership or outside thereof a Chief Executive Officer, one or more
Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant
Secretaries, a Treasurer and one or more Assistant Treasurers and such other
officers or agents as it may determine. Unless otherwise provided by the
certificate of incorporation, any number of offices may be held by the same
person. The Chairman and Vice Chairman shall be elected by a majority secret
ballot of the entire board, for a term of one year. Those directors serving
in those offices may succeed themselves as Chairman and Vice-Chairman, for an
additional one-year term.

         SECTION 5.2 TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES. Except as
otherwise provided by the Board of Directors when electing any officer, each
officer shall hold office until the first meeting of the Board of Directors
after the annual meeting of stockholders next succeeding his election, or until
his successor is elected and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the
Corporation directed to the Board of Directors and the Secretary. Such
resignation shall take effect at the time specified therein, and unless
otherwise specified therein no acceptance of such resignation shall be necessary
to make it effective. The Board of Directors may remove any officer or agent
with or without cause at any time. In the event of a resignation or removal of
an officer who is also a director of the Company or any subsidiary, such
resignation or removal shall also operate as a resignation or removal from the
Board of Directors. Any such removal shall be without prejudice to the
contractual rights of such officer or agent, if any, with the Corporation, but
the election of an officer or agent shall not of itself create any contractual
rights. Any


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vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled for the unexpired portion of the term by
the Board of Directors, but shall not require the filling of a vacancy on the
board in the event of the resignation or removal of an officer who is also a
member of the Board.

         SECTION 5.3 POWERS AND DUTIES. The officers of the Corporation shall
have such powers and duties in the management of the Corporation as shall be
stated in these by-laws or in a resolution of the Board of Directors which is
not inconsistent with these by-laws and, to the extent not so stated, as
generally pertain to their respective offices, subject to the control of the
Board of Directors. The Secretary shall have the duty to record in a book to be
kept for that purpose the proceedings of the meetings of the stockholders, the
Board of Directors and any committees designated by the Board of Directors.

         SECTION 5.4 OTHER OFFICERS; SECURITY. The other officers, if any, of
the Corporation shall have such duties and powers as generally pertain to their
respective offices and such other duties and powers as the Board of Directors
shall from time to time delegate to each such officer. The Board of Directors
may require any officer, agent or employee to give security, by bond or
otherwise, for the faithful performance of his duties.

         SECTION 5.5 COMPENSATION OF OFFICERS. The compensation of each officer
shall be fixed by senior management of the company, shall be subject to review
by the Board of Directors, and no officer shall be prevented from receiving such
compensation by virtue of his also being a director.


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                                ARTICLE VI STOCK

         SECTION 6.1 CERTIFICATES. Every holder of one or more shares of capital
stock of the Corporation shall be entitled to have a certificate signed by or in
the name of the Corporation by the Chairman or Vice Chairman, if any, or the
President or a Vice President, and by the Treasurer or an Assistant Treasurer,
if any, or the Secretary or an Assistant Secretary, certifying the number of
shares owned by him in the Corporation. Any or all of the signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

         SECTION 6.2 LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF
NEW CERTIFICATES. The Corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the Corporation may require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.


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              ARTICLE VII INDEMNIFICATION OF DIRECTORS AND OFFICERS

         SECTION 7.1 RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "Proceeding"), by
reason of the fact that he is or was a director or officer of the Corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan (hereinafter an "Indemnitee"), whether the basis of such Proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or
agent, shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the General Corporation Law of the State of Delaware, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than permitted prior thereto), against
all reasonable expense, liability and loss (including, without limitation,
reasonable attorneys' fees, judgments, fines and amounts paid in settlement)
incurred or suffered by such Indemnitee in connection therewith and such
indemnification shall continue as to an Indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
Indemnitee's heirs, executors and administrators; PROVIDED, HOWEVER, that,
except as provided in Section 7.2 below with respect to


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Proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such Indemnitee in connection with a Proceeding (or part
thereof) initiated by such Indemnitee only if such Proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The
right to indemnification conferred in this ARTICLE VII shall be a contract
right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such Proceeding in advance of its final disposition
(hereinafter an "Advancement of Expenses"); PROVIDED, HOWEVER, that, if the
Delaware General Corporation Law requires, an Advancement of Expenses
incurred by an Indemnitee in his capacity as a director or officer (and not
in any other capacity in which service was or is rendered by such Indemnitee)
shall be made only upon delivery to the corporation of an undertaking
(hereinafter an "Undertaking"), by or on behalf of such Indemnitee, to repay
all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal (hereinafter
a "Final Adjudication") that such Indemnitee is not entitled to be
indemnified for such expenses under this ARTICLE VII or otherwise.

         SECTION 7.2 RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section
7.1 above is not paid in full by the Corporation within sixty days after a
written claim has been received by the Corporation, except in the case of a
claim for an Advancement of Expenses, in which case the applicable period shall
be thirty days, the Indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit, or in a suit brought by the Corporation to recover an
Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee
shall be entitled to be paid also the expense of prosecuting


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or defending such suit. In (a) any suit brought by the Indemnitee to enforce
a right to indemnification hereunder (but not in a suit brought by the
Indemnitee to enforce a right to an Advancement of Expenses) it shall be a
defense that and (b) in any suit by the Corporation to recover an Advancement
of Expenses pursuant to the terms of an Undertaking the Corporation shall be
entitled to recover such expenses upon a Final Adjudication that, the
Indemnitee has not met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel or
its stockholders) to have made a determination prior to the commencement of
such suit that indemnification of the Indemnitee is proper in the
circumstances because the Indemnitee has met the applicable standard of
conduct set forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of Directors,
independent counsel or its stockholders) that the Indemnitee has not met such
applicable standard of conduct, shall create a presumption that the
Indemnitee has not met the applicable standard of conduct or, in the case of
such a suit brought by the Indemnitee, be a defense to such suit. In any suit
brought by the Indemnitee to enforce a right to indemnification or to an
Advancement of Expenses hereunder, or by the Corporation to recover an
Advancement of Expenses pursuant to the terms of an Undertaking, the burden
of proving that the Indemnitee is not entitled to be indemnified, or to such
Advancement of Expenses, under this ARTICLE VII or otherwise shall be on the
Corporation.

         SECTION 7.3 NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification
and to the Advancement of Expenses conferred in this ARTICLE VII shall not be
exclusive of


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any other right which any person may have or hereafter acquire under any
statute, provision of the certificate of incorporation, by-law, agreement,
vote of stockholders or disinterested directors or otherwise.

         SECTION 7.4 INSURANCE. The Corporation may purchase and maintain
insurance on its own behalf or 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
expense, liability or loss asserted against him in any such capacity, or arising
out of his status as such, whether or not the Corporation would have the power
to indemnify such person against such expense, liability or loss under the
General Corporation Law of the State of Delaware.

         SECTION 7.5 INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation
may, to the extent authorized at any time from time to time by the Board of
Directors, grant rights to indemnification and the Advancement of Expenses to
any employee or agent of the Corporation to the fullest extent of the provisions
of this ARTICLE VII with respect to the indemnification and Advancement of
Expenses of directors and officers of the Corporation.

                           ARTICLE VIII MISCELLANEOUS

         SECTION  8.1 FISCAL YEAR. The fiscal year of the Corporation shall
be a calendar year.

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         SECTION  8.2 SEAL. The Corporation may have a corporate seal which
shall have the name of the Corporation inscribed thereon and shall be in such
form as may be approved from time to time by the Board of Directors.

         SECTION  8.3 WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS
AND COMMITTEES. Whenever notice is required to be given by law, the
certificate of incorporation or these by-laws, a written waiver thereof,
signed by the person entitled to notice, whether before or after the time
stated therein, shall be deemed equivalent to notice. Attendance of 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. Unless otherwise provided by the
certificate of incorporation, neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the stockholders, directors
or members of a committee of directors need be specified in any written
waiver of notice.

         SECTION 8.4 INTERESTED DIRECTORS, OFFICERS, QUORUM. No contract or
transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any other corporation, partnership,
association or other organization in which one or more of its directors or
officers are directors or officers, or have a financial interest, shall be
void or voidable solely for this reason, or solely because the director or
officer is present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or transaction,
or solely because his or their votes are counted for such purpose, if: (a)
the material facts as to his relationship or interest and as to the contract
or transaction are disclosed or are known to the Board of


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Directors or the committee, and the Board of Directors or committee in good
faith authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or (b) the material facts as to his
relationship or interest and as to the contract or transaction are disclosed
or are known to the stockholders entitled to vote thereon, and the contract
or transaction is specifically approved in good faith by vote of the
stockholders; or (c) the contract or transaction is fair as to the
Corporation as of the time it is authorized, approved or ratified, by the
Board of Directors, a committee thereof or the stockholders. Common or
interested directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or of a committee which authorizes the
contract or transaction.

         SECTION 8.5 BOOKS AND RECORDS. The books and records of the Corporation
may be kept within or without the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors. Any records
maintained by the Corporation in the regular course of its business, including
its stock ledger, books of account and minute books, may be kept on, or be in
the form of, punch cards, magnetic tape, photographs, microphotographs or any
other information storage device provided that the records so kept can be
converted into clearly legible form within a reasonable time. The Corporation
shall so convert any records so kept upon the request of any person entitled to
inspect the same.

         SECTION 8.6 AMENDMENT OF BY-LAWS. These By-laws may be amended or
repealed, and new by-laws adopted, by a majority of the Board of Directors.


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