Exhibit
3.1


BYLAWS
OF FIRST PLACE FINANCIAL CORP.





ARTICLE
I - STOCKHOLDERS





Section
1.             Annual
Meeting.





An annual
meeting of the stockholders, for the election of Directors to succeed those
whose terms expire and for the transaction of such other business as may
properly come before the meeting, shall be held at such place, on such date, and
at such time as the Board of Directors shall each year fix, which date shall be
within thirteen (13) months subsequent to the later of the date of incorporation
or the last annual meeting of stockholders.





Section
2.             Special
Meetings.





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





Section
3.             Notice of
Meetings.





Written
notice of the place, date, and time of all meetings of the stockholders shall be
given, not less than ten (10) nor more than sixty (60) days before the date on
which the meeting is to be held, to each stockholder entitled to vote at such
meeting, except as otherwise provided herein or required by law (meaning, here
and hereinafter, as required from time to time by the Delaware General
Corporation Law or the Certificate of Incorporation of the
Corporation).





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





Section
4.             Quorum.





Except as
otherwise provided by law or expressly provided in Section C of Article FOURTH
of the Corporation’s Certificate of Incorporation, the presence, in person or by
proxy, of the holders of record of shares of capital stock of the Corporation
entitling the holders thereof to cast a majority of the votes (after giving
effect, if required, to the provisions of Section C of Article FOURTH of the
Corporation’s Certificate of Incorporation) entitled to be cast by the holders
of shares of capital stock of the Corporation shall constitute a quorum at all
meetings of the stockholders.  Where a separate vote by a class or
classes is required, a majority of the shares of such class or classes present
in person or represented by proxy and entitled to vote (after giving effect to
the provisions of Article FOURTH of the Corporation's Certificate of
Incorporation) shall constitute a quorum entitled to take action with respect to
that vote on that matter.


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





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


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Section
5.             Organization.





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





Section
6.             Conduct of
Business.





(a)  The
chairman of any meeting of stockholders shall determine the order of business
and the procedures at the meeting, including such regulation of the manner of
voting and the conduct of discussion as seem to him or her in
order.  The date and time of the opening and closing of the polls for
each matter upon which the stockholders will vote at the meeting shall be
announced at the meeting.





(b)  At
any annual meeting of the stockholders, only such business shall be conducted as
shall have been brought before the meeting:  (i) by or at the
direction of the Board of Directors or (ii) by any stockholder of the
Corporation who is entitled to vote with respect thereto and who complies with
the notice procedures set forth in this Section 6(b).  For business to
be properly brought before an annual meeting by a stockholder, the business must
relate to a proper subject matter for stockholder action and the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation.  To be timely, a stockholder's notice must be delivered
or mailed to and received at the principal executive offices of the Corporation
not less than ninety (90) days prior to the date of the annual meeting; provided, however, that in
the event that less than one hundred (100) days' notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely must be received not later than the close of
business on the 10th day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made.  A
stockholder's notice to the Secretary shall set forth as to each matter such
stockholder proposes to bring before the annual meeting:  (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting; (ii) the name
and address, as they appear on the Corporation's books, of the stockholder
proposing such business; (iii) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such stockholder; and
(iv) any material interest of such stockholder in such
business.  Notwithstanding anything in these Bylaws to the contrary,
no business shall be brought before or conducted at an annual meeting except in
accordance with the provisions of this Section 6(b).  The Officer of
the Corporation or other person presiding over the annual meeting shall, if the
facts so warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section 6(b) and, if he should so determine, he shall so declare to the meeting
and any such business so determined to be not properly brought before the
meeting shall not be transacted.





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





(c)  Only
persons who are nominated in accordance with the procedures set forth in these
Bylaws shall be eligible for election as Directors.  Nominations of
persons for election to the Board of Directors of the Corporation may be made at
a meeting of stockholders at which directors are to be elected
only:  (i) by or at the direction of the Board of Directors; or (ii)
by any stockholder of the Corporation entitled to vote for the election of
Directors at the meeting who complies with the notice procedures set forth in
this Section 6(c).  Such nominations, other than those made by or at
the direction of the Board of Directors, shall be made by timely notice in
writing to the Secretary of the Corporation.  To be timely, a
stockholder's notice shall be delivered or mailed to and received at the
principal executive offices of the Corporation not less than ninety (90) days
prior to the date of the meeting; provided, however, that in
the event that less than one hundred (100) days' notice or
prior  public disclosure of the date of the meeting is given or made
to stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was
made.  Such stockholder's notice shall set forth:  (i) as to
each person whom such stockholder proposes to nominate for election or
re-election as a Director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); and (ii) as to the stockholder giving the notice (x) the
name and address, as they appear on the Corporation's books, of such stockholder
and (y) the class and number of shares of the Corporation's capital stock that
are beneficially owned by such stockholder.  At the request of the
Board of Directors, any person nominated by the Board of Directors for election
as a Director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's notice of nomination which pertains
to the nominee.  The Officer of the Corporation or other person
presiding at the meeting shall, if the facts so warrant, determine that a
nomination was not made in accordance with such provisions and, if he or she
shall so determine, he or she shall so declare to the meeting and the defective
nomination shall be disregarded.


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Section
7.             Proxies and
Voting.





At any
meeting of the stockholders, every stockholder entitled to vote may vote in
person or by proxy authorized by an instrument in writing filed in accordance
with the procedure established for the meeting.  Any facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.


All
voting, including on the election of Directors but excepting where otherwise
required by law or by the governing documents of the Corporation, may be made by
a voice vote; provided,
however, that upon demand therefor by a stockholder entitled to vote or
his or her proxy, a stock vote shall be taken.  Every stock vote shall
be taken by ballot, each of which shall state the name of the stockholder or
proxy voting and such other information as may be required under the procedures
established for the meeting.  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 duties, shall take and sign an oath faithfully to
execute the duties of inspector with strict impartiality and according to the
best of his ability.





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





Section
8.             Stock
List.





A
complete list of stockholders entitled to vote at any meeting of stockholders,
arranged in alphabetical order for each class of stock and showing the address
of each such stockholder and the number of shares registered in his or her name,
shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least
ten (10) days prior to the meeting, 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 stock
list shall also be kept at the place of the meeting during the whole time
thereof and shall be open to the examination of any such stockholder who is
present.  This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.





Section
9.             Consent of Stockholders in
Lieu of Meeting.





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





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ARTICLE
II - BOARD OF DIRECTORS





Section
1.             General Powers, Number, Term
of Office and Limitations.





The business and affairs of the
Corporation shall be under the direction of its Board of
Directors.  The number of Directors who shall constitute the Whole
Board shall be such number as the Board of Directors shall from time to time
have designated, except that in the absence of such designation shall be
eleven.  The Board of Directors shall annually elect a Chairman of the
Board from among its members who shall, when present, preside at its
meetings.





The
Directors, other than those who may be elected by the holders of any class or
series of Preferred Stock, shall be divided, with respect to the time for which
they severally hold office, into three classes, with the term of office of the
first class to expire at the first annual meeting of stockholders, the term of
office of the second class to expire at the annual meeting of stockholders one
year thereafter and the term of office of the third class to expire at the
annual meeting of stockholders two years thereafter, with each Director to hold
office until his or her successor shall have been duly elected and
qualified.  At each annual meeting of stockholders, Directors elected
to succeed those Directors whose terms then expire shall be elected for a term
of office to expire at the third succeeding annual meeting of stockholders after
their election, with each Director to hold office until his or her successor
shall have been duly elected and qualified.





Section
2.             Vacancies and Newly Created
Directorships.





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





Section
3.             Regular
Meetings.





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





Section
4.             Special
Meetings.





Special
meetings of the Board of Directors may be called by one-third (1/3) of the
Directors then in office (rounded up to the nearest whole number), by the
Chairman of the Board or the President or, in the event that the Chairman of the
Board or President are incapacitated or otherwise unable to call such meeting,
by the Secretary, and shall be held at such place, on such date, and at such
time as they, or he or she, shall fix.  Notice of the place, date, and
time of each such special meeting shall be given each Director by whom it is not
waived by mailing written notice not less than five (5) days before the meeting
or by telegraphing or telexing or by facsimile transmission of the same not less
than twenty-four (24) hours before the meeting.  Unless otherwise
indicated in the notice thereof, any and all business may be transacted at a
special meeting.





Section
5.             Quorum.





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


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Section
6. Participation in Meetings By
Conference Telephone.





Members
of the Board of Directors may participate in a regular or special meeting of the
Board by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other and
such participation shall constitute presence in person at such meeting. However,
participation by conference telephone at a regularly scheduled Board meeting
shall not constitute attendance for the purpose of compensation; and
participation by conference telephone at a special board meeting shall not
constitute attendance for the purpose of compensation unless such attendance is
specifically requested by the chairman or the president.





Members of the Board of Directors may
participate in regular and special committee meetings by means of conference
telephone, or by means of similar communications equipment by which all persons
participating in the meeting can hear each other and such participation shall
constitute presence in person at such meeting.  If such participation
is specifically requested by the committee chairman, compensation for such
participation shall be paid at the then current committee meeting
fee.  If such participation is not specifically requested by the
committee chairman, compensation for such participation shall be paid at the
rate of fifty percent of the then current committee meeting fee.





Section
7.             Conduct of
Business.





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





Section
8.             Powers.





The Board
of Directors may, except as otherwise required by law, exercise all such powers
and do all such acts and things as may be exercised or done by the
Corporation.





Section
9.             Compensation of
Directors.





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





Section
10.     Age Limitations on
Directors.





No person
seventy-two years of age or older shall be eligible for election, reelection,
appointment or reappointment to the Board of Directors.  No director
shall serve as such beyond the annual meeting of the Corporation immediately
following the director becoming seventy-two years of age.  This age
limitation does not apply to an advisory or emeritus director.





ARTICLE
III - COMMITTEES





Section
1.             Committees of the Board of
Directors.





The Board
of Directors may from time to time designate committees of the Board, with such
lawfully delegable powers and duties as it thereby confers, to serve at the
pleasure of the Board and shall, for these committees and any others provided
for herein, elect a Director or Directors to serve as the member or members,
designating, if it desires, other Directors as alternate members who may replace
any absent or disqualified member at any meeting of the committee.  In
the absence or disqualification of any member of any committee and any alternate
member in his or her place, the member or members of the committee present at
the meeting and not disqualified from voting, whether or not he or she or they
constitute a quorum, may by unanimous vote appoint another member of the Board
of Directors to act at the meeting in the place of the absent or disqualified
member.


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Section
2.             Conduct of
Business.





Each
committee may determine the procedural rules for meeting and conducting its
business and shall act in accordance therewith, except as otherwise provided
herein or required by law.  Adequate provision shall be made for
notice to members of all meetings.  The quorum requirements for each
such committee shall be a majority of the members of such committee unless
otherwise determined by the Board of Directors by a majority vote of the Board
of Directors which such quorum determined by a majority of the Board may be
one-third of such members and all matters considered by such committees shall be
determined by a majority vote of the members present.  Action may be
taken by any committee without a meeting if all members thereof consent thereto
in writing, and the writing or writings are filed with the minutes of the
proceedings of such committee.





Section
3.             Nominating
Committee.





The Board
of Directors shall appoint a Nominating Committee of the Board, consisting of
not less than three (3) members.  The Nominating Committee shall have
authority:  (a) to review any nominations for election to the Board of
Directors made by a stockholder of the Corporation pursuant to Section 6(c)(ii)
of Article I of these Bylaws in order to determine compliance with such Bylaw;
and (b) to recommend to the Whole Board nominees for election to the Board of
Directors to replace those Directors whose terms expire at the annual meeting of
stockholders next ensuing.





ARTICLE
IV - OFFICERS





Section
1.             Generally.





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





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





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





(d)           The
Board of Directors may, except as otherwise required by law, remove any Officer
of the Corporation with or without cause, and from time to time, devolve the
powers and duties of any Officer upon any other person for the time being, and
to confer upon any Officer of the Corporation the power to appoint, remove or
suspend subordinate officers, employees and agents.





Section
2.             Chairman of the Board of
Directors.





The
Chairman of the Board shall, subject to the provisions of these Bylaws and to
the direction of the Board of Directors, serve in general executive capacity and
unless the Board has designated another person, when present, shall preside at
all meetings of the stockholders of the Corporation.  The Chairman of
the Board shall perform all duties and have all powers which are commonly
incident to the office of Chairman of the Board or which are delegated to him or
her by the Board of Directors.  He or she shall have power to sign all
stock certificates, contracts and other instruments of the Corporation which are
authorized.


-6-





Section
3.             President and Chief
Executive Officer.





The
President and Chief Executive Officer (the "President") shall have general
responsibility for the management and control of the business and affairs of the
Corporation and shall perform all duties and have all powers which are commonly
incident to the office of President and Chief Executive Officer or which are
delegated to him or her by the Board of Directors.  Subject to the
direction of the Board of Directors, the President and Chief Executive Officer
shall have power to sign all stock certificates, contracts and other instruments
of the Corporation which are authorized and shall have general supervision of
all of the other Officers (other than the Chairman of the Board), employees and
agents of the Corporation.





Section
4.             Vice
President.





The Vice
President or Vice Presidents shall perform the duties of the President in his
absence or during his inability to act.  In addition, the Vice
Presidents shall perform the duties and exercise the powers usually incident to
their respective offices, including the power to sign contracts and other
instruments of the Corporation, and/or such other duties and powers as may be
properly assigned to them by the Board of Directors, the Chairman of the Board
or the President.  A Vice President may be designated as Executive
Vice President or Senior Vice President.





Section
5.             Secretary.





The
Secretary or Assistant Secretary shall issue notices of meetings, shall keep
their minutes, shall have charge of the seal and the corporate books, shall
perform such other duties and exercise such other powers as are usually incident
to such office and/or such other duties and powers as are properly assigned
thereto by the Board of Directors, the Chairman of the Board or the
President.  Subject to the direction of the Board of Directors, the
Secretary shall have the power to sign all stock certificates, contracts, and
other instruments of the Corporation.





Section
6.             Treasurer.





The
Treasurer shall be the Comptroller of the Corporation and shall have the
responsibility for maintaining the financial records of the
Corporation.  He or she shall make such disbursements of the funds of
the Corporation as are authorized and shall render from time to time an account
of all such transactions and of the financial condition of the
Corporation.  The Treasurer shall also perform such other duties as
the Board of Directors may from time to time prescribe.  Subject to
the direction of the Board of Directors, the Treasurer shall have the power to
sign all stock certificates, contracts, and other instruments of the
Corporation.  A Treasurer may also be designated as a Chief Financial
Officer.





Section
7.             Assistant Secretaries and
Other Officers.





The Board
of Directors may appoint one or more Assistant Secretaries and such other
Officers who shall have such powers and shall perform such duties as are
provided in these Bylaws or as may be assigned to them by the Board of
Directors, the Chairman of the Board or the President.





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





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


-7-





ARTICLE
V - STOCK





Section
1.             Stock.





The
shares of the Corporation may be represented by certificates or may be issued in
uncertificated or book entry form.  Upon request to the Corporation,
each stockholder shall be entitled to a certificate in such form as required by
Delaware General Corporation Law and as determined by the Board of
Directors.  Each certificate shall be signed by, or in the name of the
Corporation by, the Chairman of the Board or the President, and by the Secretary
or an Assistant Secretary, or any Treasurer or Assistant Treasurer, certifying
the number of shares owned by him or her.  Any or all of the
signatures on the certificate may be by facsimile.





Section
2.             Transfers of
Stock.





Transfers
of stock shall be made only upon the transfer books of the Corporation kept at
an office of the Corporation or by transfer agents designated to transfer shares
of the stock of the Corporation.  Except where a certificate is issued
in accordance with Section 4 of Article V of these Bylaws, an outstanding
certificate for the number of shares involved shall be surrendered for
cancellation before a new certificate is issued therefor.  In the case
of uncertificated or book entry shares, transfer shall be made upon receipt of
proper transfer instructions from the registered owner of such shares, or from a
duly authorized attorney or from an individual or entity presenting proper
evidence of succession, assignment, or authorization to transfer the
stock.





Section
3.                 Record
Date.





In order
that the Corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders, or to receive payment of any dividend or
other distribution or allotment of any rights or to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date, which record
date shall not precede the date on which the resolution fixing the record date
is adopted and which record date shall not be more than sixty (60) nor less than
ten (10) days before the date of any meeting of stockholders, nor more than
sixty (60) days prior to the time for such other action as hereinbefore
described; provided,
however, that if no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given or, if notice is waived, at the close
of business on the next day preceding the day on which the meeting is held, and,
for determining stockholders entitled to receive payment of any dividend or
other distribution or allotment or rights or to exercise any rights of change,
conversion or exchange of stock or for any other purpose, the record date shall
be at the close of business on the day on which the Board of Directors adopts a
resolution relating thereto.





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





Section
4.             Lost, Stolen or Destroyed
Certificates.





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





Section
5.             Regulations.





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




-8-


ARTICLE
VI - NOTICES





Section
1.             Notices.





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





Section
2.             Waivers.





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





ARTICLE
VII - MISCELLANEOUS





Section
1.             Facsimile
Signatures.





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





Section
2.             Corporate
Seal.





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




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Section
3.             Reliance Upon Books, Reports
and Records.





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





Section
4.             Fiscal
Year.





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





Section
5.             Time
Periods.





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





Section
6.             Adoption of
Regulations.





The Board
of Directors may, except as otherwise required by law, adopt from time to time
regulations, not inconsistent with these Bylaws, for the management of the
Corporation's business and affairs.





ARTICLE
VIII - AMENDMENTS





The Board
of Directors may amend, alter or repeal these Bylaws at any meeting of the
Board, provided notice of the proposed change was given not less than two (2)
days prior to the meeting.  The stockholders shall also have power to
amend, alter or repeal these Bylaws at any meeting of stockholders provided
notice of the proposed change was given in the notice of the meeting; provided, however, that,
notwithstanding any other provisions of the Bylaws or any provision of law which
might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the voting
stock required by law, the Certificate of Incorporation, any Preferred Stock
Designation or these Bylaws, the affirmative votes of the holders of at least
80% of the voting power of all the then-outstanding shares of the Voting Stock,
voting together as a single class, shall be required to alter, amend or repeal
any provisions of these Bylaws.





The above
Bylaws originally adopted effective as of August 21, 1998, the date of
incorporation of First Place Financial Corp.


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