MONTGOMERY FINANCIAL CORPORATION AND SUBSIDIARY
                             Crawfordsville, Indiana



                                  EXHIBIT INDEX
                                  -------------

         Exhibit                                                          Page
         -------                                                          ----
          3 (ii)            Montgomery Financial Corporation               19
                            Amended and Restated By-laws


<PAGE>


                                                                   Exhibit 3(ii)
                                                                   -------------

                        MONTGOMERY FINANCIAL CORPORATION
                          AMENDED AND RESTATED BY-LAWS

                                    ARTICLE I
                                  STOCKHOLDERS
     Section 1. Annual Meeting.  The annual meeting of the stockholders shall be
held each year at 2:00 P.M. on the third  Tuesday in October (or, if such day is
a legal  holiday,  on the  next  succeeding  day not a legal  holiday),  for the
purpose of electing directors of the Corporation and for the transaction of such
other  business as may legally  come before the  meeting.  If for any reason the
meeting shall not be held at the date and time herein provided,  the same may be
held at any time  thereafter,  or the business to be  transacted at such meeting
may be transacted  at any special  meeting of the  stockholders  called for that
purpose.

     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
then in office or the Chairman of the Board or Chief Executive Officer.

     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  Indiana   Business   Corporation  Law  or  the  Articles  of
Incorporation of the Corporation).

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

     Section 4.  Quorum.  At any meeting of the  stockholders,  the holders of a
majority  of the  voting  power of all  shares  of the  Corporation  issued  and
outstanding  and entitled to vote at such meeting  (after  giving  effect to the
provisions in Article VIII of the Articles of Incorporation of the Corporation),
represented in person or by proxy, shall constitute a quorum for the election of
directors or for the transaction of other business, unless otherwise provided by
law,  the Articles of  Incorporation  of the  Corporation  or the By-laws of the
Corporation.  If,  however,  a quorum shall not be present or represented at any
meeting,  the  stockholders  entitled  to vote  thereat,  present  in  person or
represented by proxy, shall have power to adjourn the meeting from time to time,
without  notice  other than  announcement  at the meeting of the date,  time and
place  of the  adjourned  meeting,  unless  the  date of the  adjourned  meeting
requires that the board fix a new record date therefor,  in which case notice of
the adjourned  meeting shall be given.  At such adjourned  meeting,  if a quorum
shall be present or represented,  any business may be transacted that might have
been transacted at the meeting as originally scheduled.

     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. The chairman of any meeting of stockholders
shall  determine  the  order  of  business  and the  procedure  at the  meeting,
including such  regulation of the manner of voting and the conduct of discussion
as seem to him or her in  order.  The  polls  for each  matter  upon  which  the
stockholders  will vote at the meeting  will be opened and closed in  accordance
with law.

     (b) At an annual meeting of the  stockholders,  only such business shall be
conducted as shall have been properly brought before the meeting. To be properly
brought before an annual  meeting,  business must be (a) specified in the notice
of meeting (or any supplement thereto) given by or at the direction of the Board
of Directors of the  Corporation,  (b)  other-wise  properly  brought before the
meeting by or at the direction of the Board of Directors of the Corporation,  or
(c) otherwise properly brought before the meeting by a stockholder. For business
to  be  properly  brought  before  an  annual  meeting  by  a  stockholder,  the
stockholder  must have the legal right and  authority  to make the  proposal for
consideration  at the meeting 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  to or  mailed  and  received  at the
principal executive offices of the Corporation,  not less than 120 days prior to
the  annual  meeting;  provided,  however,  that in the event that less than 130
days' notice or prior  public  disclosure  of the date of the annual  meeting is
given or made to stockholders  (which notice or public  disclosure shall include
the date of the annual meeting specified in these By-laws,  if such By-laws have
been filed with the Securities and Exchange Commission and if the annual meeting
is held  on such  date),  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 annual meeting was mailed or such public
disclosure was made. A stockholder's  notice to the Secretary shall set forth as
to each matter the stockholder proposes to bring before the annual meeting (a) 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,  (b)
the name and record address of the stockholders proposing such business, (c) the
class and number of shares of the Corporation  which are  beneficially  owned by
the  stockholder,  and (d) any  material  interest  of the  stockholder  in such
business. Notwithstanding anything in these By-laws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the procedures
set forth in this Section 6(b). The Chairman of an annual meeting shall,  if the
facts  warrant,  determine  and declare to the  meeting  that  business  was not
properly  brought  before the meeting and 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 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 this  Section  6(c)  shall  be  eligible  for  election  as  directors.
Nominations  of persons for election to the Board of Directors  may be made at a
meeting of stockholders by or at the direction of the Board of Directors, by any
nominating  committee  or person  appointed  by the Board of Directors or 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  pursuant to timely notice in writing to the
Secretary of the  Corporation.  To be timely,  a  stockholder's  notice shall be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation not less than 120 days prior to the meeting; provided, however, that
in the event that less than 130 days' notice or prior public  disclosure  of the
date of the  meeting is given or made to  stockholders  (which  notice or public
disclosure  shall  include  the date of the annual  meeting  specified  in these
By-laws,  if such  By-laws  have been filed  with the  Securities  and  Exchange
Commission  and if the  annual  meeting  is held on such  date),  notice  by the
stockholders  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 (a) as to each person whom the  stockholder  proposes to
nominate for election or re-election as a director,  (i) the name, age, business
address and residence address of such person,  (ii) the principal  occupation or
employment  of such  person,  (iii)  the  class  and  number  of  shares  of the
Corporation  which  are  beneficially  owned by such  person  and (iv) any other
information  relating  to  such  person  that is  required  to be  disclosed  in
solicitations of proxies for election of directors,  or is other-wise  required,
in each case pursuant to  Regulation  14A under the  Securities  Exchange Act of
1934, as amended  (including without limitation such person's written consent to
being named in the proxy  statement as a nominee and to serving as a director if
elected);  and (b) as to the  stockholder  giving  the  notice  (i) the name and
record  address of such  stockholder  and (ii) the class and number of shares of
the Corporation  which are  beneficially  owned by such  stockholder.  No person
shall be eligible for election as a Director of the Corporation unless nominated
in accordance  with the  procedures set forth in this Section 6(c). The Chairman
of the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance  with the procedures  prescribed by
these By-laws, and if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded.

     Section 7.  Proxies and Voting.  At all  meetings  of  stockholders,  every
stockholder  entitled to vote may vote in person or by proxy executed in writing
(or as otherwise  permitted under applicable law) by the stockholder or his duly
authorized  attorney-in-fact  in accordance with the procedures  established for
the meeting.  Proxies  solicited on behalf of the  management  shall be voted as
directed by the stockholder or, in the absence of such direction,  as determined
by a majority of the Board of  Directors.  No proxy shall be valid after  eleven
months  from  the  date of its  execution  except  for a proxy  coupled  with an
interest.

     Each stockholder  shall have one (1) vote for every share of stock entitled
to vote  which  is  registered  in his or her  name on the  record  date for the
meeting, except as otherwise provided herein or in the Articles of Incorporation
of the Corporation or as required by law.

     All  voting,  including  the  election of  directors  but  excepting  where
otherwise required by law, may be by a voice vote; provided,  however,  that the
Board  of  Directors,  in its  discretion,  or the  officer  of the  Corporation
presiding at the meeting of  stockholders,  in his discretion,  may require that
any votes cast at such meeting shall be cast pursuant to a roll call. Every vote
taken by ballot shall be counted by an inspector or inspectors  appointed by the
Board of Directors in advance of the meeting of stockholders  and such inspector
or  inspectors  shall act at the meeting or any  adjournment  thereof and make a
written report thereof, in accordance with law.

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

     Section 8. Stock List.  The  officer  who has charge of the stock  transfer
books of the Corporation shall prepare and make, in the time and manner required
by applicable law, a list of  stockholders  entitled to vote and shall make such
list  available  for such  purposes,  at such places,  at such times and to such
persons as required by law. The stock  transfer books shall be the only evidence
as to the identity of the  stockholders  entitled to examine the stock  transfer
books or to vote in person or by proxy at any meeting of stockholders.

     Section  9.  Consent of  Stockholders  in Lieu of  Meeting.  Subject to the
rights  of the  holders  of any  class  or  series  of  preferred  stock  of the
Corporation, any action required or permitted to be taken by the stockholders of
the  Corporation  may be taken without a meeting if a consent in writing setting
forth the action so taken shall be signed by all of the Stockholders entitled to
vote and filed with the Secretary of the Corporation.

     Section 10.  Inspectors  of  Election.  The Board of  Directors  shall,  in
advance  of any  meeting  of  stockholders,  appoint  one  or  more  persons  as
inspectors of election to act at the meeting or any adjournment thereof and make
a written  report  thereof  in  accordance  with  law.  If for any  meeting  the
inspector(s)  appointed by the Board of Directors  shall be unable to act or the
Board of Directors  shall fail to appoint any inspector,  one or more inspectors
may be appointed at the meeting by the chairman  thereof.  Such inspectors shall
tabulate the voting in each election of directors and, as described by the Board
of Directors or chairman of the meeting,  the voting on the matters  voted on at
such meeting,  and after the voting shall make a certificate  of the vote taken.
Inspectors need not be stockholders.




<PAGE>



                                   ARTICLE Il
                               BOARD OF DIRECTORS
     Section 1.  General  Powers,  Number and Term of Office.  The  business and
affairs of the  Corporation  shall be managed by or under the  direction  of the
Board of Directors.  The number of directors shall be set as provided for in the
Articles of  Incorporation,  The number of directors  who shall  constitute  the
Whole Board of Directors  shall be such number as the Board of  Directors  shall
from  time to time  have  designated  except  that in the  absence  of any  such
designation,  such number shall be seven.  The Board of Directors shall annually
elect a  Chairman  of the Board of  Directors  and a  President  from  among its
members and shall designate,  when present,  either the Chairman of the Board of
Directors or the President to preside at its meetings.

     The  directors,  other than those who may be elected by the  holders of any
class or series of  preferred  stock,  shall be divided into three  classes,  as
nearly equal in number as  reasonably  possible,  with the term of office of the
first  class  to  expire  at the  conclusion  of the  first  annual  meeting  of
stockholders, the term of office of the second class to expire at the conclusion
of the annual meeting of stockholders one year thereafter and the term of office
of the  third  class to  expire  at the  conclusion  of the  annual  meeting  of
stockholders two years  thereafter,  with each director to hold office until his
or her  successor  shall have been duly  elected and  qualified.  At each annual
meeting of  stockholders,  commencing with the first annual  meeting,  directors
elected to succeed  those  directors  whose terms  expire shall be elected for a
term of  office  to expire at the  conclusion  of 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.

     Directors  (a) must have their  primary  domicile in Fountain,  Montgomery,
Tippecanoe  or  Warren  County,  Indiana,  and (b) must  have a loan or  deposit
relationship  with Montgomery  Savings,  A Federal  Association  which they have
maintained  for at least a continuous  period of twelve (12) months  immediately
prior to their nomination to the Board of Directors (or in the case of Directors
in office on March 6, 2001, prior to that date). In addition,  each director who
is not an  employee  of the  Corporation  or any of its  subsidiaries  must have
served  as a member  of a civic or  community  organization  based in  Fountain,
Montgomery,  Tippecanoe  or Warren  County,  Indiana,  for at least a continuous
period of  twelve  (12)  months  during  the five (5) years  prior to his or her
nomination  to the Board of Directors  (or in the case of Directors in office on
March 6, 2001, prior to that date). The Board of Directors may waive one or more
of the  requirements  set forth in the two  previous  sentences  for one or more
representatives  it  determines to appoint or nominate to the Board of Directors
in connection  with the  acquisition  of another  financial  institution  by the
Corporation  or the  acquisition  or opening  of a new branch by it  subsidiary,
Montgomery Savings, A Federal Association.

     Each director shall at all times be the  beneficial  owner of not less than
100 shares of capital  stock of the  Corporation  unless  the  Corporation  is a
wholly-owned subsidiary of a holding company. No person 75 years of age shall be
eligible for election, reelection, appointment, or reappointment to the Board of
Directors  of the  Corporation.  Any  director  serving on a 75th  birthday  may
complete the term as director but shall not be eligible  for  re-election.  This
age limitation does not apply to Emeritus Directors or Advisory Directors.

     Section 2. Vacancies and Newly Created Directorships. Subject to the rights
of the holders of any class or series of preferred stock then  outstanding,  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 each director 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
he or she has 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 of  Directors  shall  shorten the term of any
incumbent director.




<PAGE>



     Section 3.  Regular  Meetings.  Regular  meetings of the Board of Directors
shall be held at such place or places,  on such date or dates,  and at such time
or times as shall have been established by the Board of Directors and publicized
among all directors. A notice of each regular meeting shall not be required.

     Section 4. Special Meetings. Special meetings of the Board of Directors may
be called by one-third (1/ 3) of the directors then in office (rounded up to the
nearest  whole number) or by the Chairman of the Board of Directors and shall be
held at such  place,  on such date,  and at such time as they or he or she shall
fix.  Notice of the place,  date, and time of each such special meeting shall be
given to each  director by whom it is not waived by mailing  written  notice not
less than five (5) days before the meeting or by  telegraphing or telexing or by
facsimile  transmission of the same not less than  twenty-four (24) hours before
the  meeting.  Unless  otherwise  indicated in the notice  thereof,  any and all
business may be transacted at a special meeting.

     Section 5. Quorum. At any meeting of the Board of Directors,  a majority of
the  authorized  number of directors  then  constituting  the Board of Directors
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  Notwithstanding  the
above, at any adjourned meeting of the Board of Directors, at least one-third of
the  authorized  number of directors  then  constituting  the Board of Directors
shall constitute a quorum for all purposes.

     Section 6.  Participation in Meetings By Conference  Telephone.  Members of
the Board of  Directors,  or of any  committee  thereof,  may  participate  in a
meeting of such Board of Directors or committee by means of conference telephone
or similar communications  equipment by means of which all persons participating
in the  meeting  can hear each  other and such  participation  shall  constitute
presence in person at such meeting.

     Section 7. Conduct of Business.  At any meeting of the Board of  Directors,
business  shall be transacted in such order and manner as the Board of Directors
may from time to time determine, and all matters shall be determined by the vote
of a majority of the directors  present,  except as otherwise provided herein or
required by law. Action may be taken by the Board of Directors without a meeting
if all members thereof  consent thereto in writing,  and the writing or writings
are filed with the minutes of proceedings of the Board of Directors.

     Section 8. Powers. The Board of Directors may, except as otherwise required
by law,  exercise  all such  powers  and do all such  acts and  things as may be
exercised or done by the Corporation, including, without limiting the generality
of the foregoing, the unqualified power.

     (1)  To declare dividends from time to time in accordance with law;

     (2)  To purchase or otherwise acquire any property, rights or privileges on
          such terms as it shall determine;

     (3)  To authorize the creation, making and issuance, in such form as it may
          determine,  of  written  obligations  of  every  kind,  negotiable  or
          non-negotiable,  secured or unsecured,  and to do all things necessary
          in connection therewith;

     (4)  To remove any officer of the  Corporation  with or without cause,  and
          from time to time to devolve the powers and duties of any officer upon
          any other person for the time being;

     (5)  To confer  upon any officer of the  Corporation  the power to appoint,
          remove and suspend subordinate officers, employees and agents;

     (6)  To adopt from time to time such stock, option,  stock purchase,  bonus
          or other  compensation  plans for directors,  officers,  employees and
          agents of the Corporation and its subsidiaries as it may determine;

     (7)  To adopt  from  time to time  such  insurance,  retirement,  and other
          benefit  plans for  directors,  officers,  employees and agents of the
          Corporation and its subsidiaries as it may determine; and,

     (8)  To adopt from time to time  regulations,  not inconsistent  with these
          Bylaws, for the management of the Corporation's business and affairs.

     Section 9.  Compensation  of Directors.  Directors,  as such,  may receive,
pursuant  to  resolution  of the  Board  of  Directors,  fixed  fees  and  other
compensation  for their services as directors,  including,  without  limitation,
their services as members of committees of the Board of Directors.

                                   ARTICLE III
                                   COMMITTEES
     Section 1. Committees of the Board of Directors. The Board of Directors, by
a vote of a  majority  of the Whole  Board of  Directors,  may from time to time
designate  committees  of the Board of Directors,  with such lawfully  delegable
powers and duties as it thereby  confers,  to serve at the pleasure of the Board
of Directors and shall, for those committees and any others provided for herein,
elect a director or directors to serve as the member or members, designating, if
it desires,  other directors as alternate  members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so designated
may exercise the power and  authority of the Board of  Directors,  within limits
prescribed  by the Board of Directors,  to declare a dividend,  to authorize the
issuance of stock or to adopt a certificate of ownership and merger  pursuant to
Section 40-4 of the Indiana  Business  Corporation  Law if the resolution  which
designated the committee or a supplemental  resolution of the Board of Directors
shall so  provide.  In the  absence  or  disqualification  of any  member of any
committee and any alternate member in his or her place, the member or members of
the committee present at the meeting and not disqualified  from voting,  whether
or not he or she or they  constitute  a quorum,  may by  unanimous  vote appoint
another  member of the Board of  Directors to act at the meeting in the place of
the absent or disqualified member

     Section 2. Conduct of Business. Each committee may determine the procedural
rules for  meeting  and  conducting  its  business  and shall act in  accordance
therewith,  except as  otherwise  provided  herein or required by law.  Adequate
provision  shall be made for notice to members of all meetings;  one-third (1/3)
of the members shall  constitute a quorum unless the committee  shall consist of
one (1) or two (2)  members,  in which event one (1) member  shall  constitute a
quorum;  and all matters  shall be  determined by a majority vote of the members
present.  Action may be taken by any committee  without a meeting if all members
thereof  consent  thereto in writing and the writing or writings  are filed with
the minutes of the proceedings of such committee.

     Section 3.  Nominating  Committee.  The Board of Directors  shall appoint a
Nominating  Committee  of the Board of  Directors,  consisting  of not less than
three (3) members, one of which shall be the Chairman of the Board of Directors.
The Nominating  Committee shall have authority (a) to review any nominations for
election to the Board of  Directors  made by a  stockholder  of the  Corporation
pursuant to Section 6(c)(ii) of Article I of these By-laws in order to determine
compliance  with  such  By-law,  and (b) to  recommend  to the  Whole  Board  of
Directors  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)  As  soon  as  may  be   practicable   after  the  annual   meeting  of
          stockholders,  the Board of  Directors  shall choose a Chairman of the
          Board of  Directors,  a  President,  one or more  Vice  Presidents,  a
          Secretary  and a Chief  Financial  Officer  and from  time to time may
          choose such other officers as it may deem proper.  The Chairman of the
          Board of Directors  and the  President  shall be chosen from among the
          directors. Any number of offices may be held by the same person.

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

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

     Section 2. Chairman of the Board of Directors. The Chairman of the Board of
Directors of the Corporation shall have general  responsibility  for the conduct
of meetings of the Board of Directors,  subject to the direction of the Board of
Directors, Section 3 herein and to Article I, Section 6.

     Section 3.  President The President  shall be the chief  executive  officer
and, subject to the control of the Board of Directors,  shall have general power
over the  management  and oversight of the  administration  and operation of the
Corporation's  business and general  supervisory  power and  authority  over its
policies and affairs.  He shall see that all orders and resolutions of the Board
of Directors and of any committee thereof are carried into effect.

     Each meeting of the  stockholders  and of the Board of  Directors  shall be
presided over by the Chairman of the Board of Directors, or, in his absence, the
President,  or, in his absence,  by such officer as has been  designated  by the
Board of  Directors  or, in his  absence,  by such officer or other person as is
chosen at the meeting.  The Secretary or, in his absence, the General Counsel of
the Corporation or such officer as has been designated by the Board of Directors
or, in his  absence,  such  officer  or other  person as is chosen by the person
presiding, shall act as secretary of each such meeting.

     Section 4. Vice President.  The Vice President or Vice Presidents,  if any,
shall  perform  the  duties  of the  President  in his  absence  or  during  his
disability to act. In addition, the Vice Presidents shall perform the duties and
exercise the powers  usually  incident to their  respective  offices and/or such
other duties and powers as may be properly assigned to them from time to time by
the Board of Directors, the Chairman of the Board of Directors or the President.

     Section 5. Secretary.  The Secretary or an Assistant  Secretary shall issue
notices of meetings, shall keep their minutes, shall have charge of the seal and
the  corporate  books,  shall  perform such other duties and exercise such other
powers as are usually  incident  to such  offices  and/or such other  duties and
powers as are properly assigned thereto by the Board of Directors,  the Chairman
of the Board of Directors or the President.

     Section 6. Chief Financial Officer.  The Chief Financial Officer shall have
charge of all monies and  securities of the  Corporation,  other than monies and
securities of any division of the Corporation which has a treasurer or financial
officer  appointed by the Board of  Directors,  and shall keep regular  books of
account.  The funds of the  Corporation  shall be  deposited  in the name of the
Corporation by the Chief Financial Officer with such banks or trust companies as
the Board of Directors from time to time shall  designate.  He or she shall sign
or countersign such  instruments as require his or her signature,  shall perform
all such duties and have all such powers as are usually  incident to such office
and/or such other  duties and powers as are  properly  assigned to him or her by
the Board of Directors, the Chairman of the Board of Directors or the President,
and may be  required  to give bond for the  faithful  performance  of his or her
duties  in such sum and with  such  surety  as may be  required  by the Board of
Directors.

     Section 7. Assistant Secretaries and Other Officers. The Board of Directors
may appoint one or more assistant  secretaries and one or more assistants to the
Chief Financial Officer, or one appointee to both such positions, which officers
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 of Directors 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.

                                    ARTICLE V
                                      STOCK
     Section 1.  Certificates of Stock.  Each stockholder shall be entitled to a
certificate  signed by, or in the name of the Corporation by, the President or a
Vice  President,  and by the Secretary or an Assistant  Secretary,  or the Chief
Financial Officer or an assistant to the Chief Financial Officer, certifying the
number  of  shares  owned  by him or her.  Any or all of the  signatures  on the
certificate may be by facsimile.

     Section 2.  Transfers of Stock.  Transfers of stock shall be made only upon
the transfer books of the Corporation kept at an office of the Corporation or by
transfer agents  designated to transfer shares of the stock of the  Corporation.
Except where a certificate  is issued in accordance  with Section 4 of Article V
of these By-laws,  an outstanding  certificate for the number of shares involved
shall be  surrendered  for  cancellation  before  a new  certificate  is  issued
therefor.

     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  seventy (70) nor less than ten (10) days before the date
of any meeting of  stockholders,  nor more than  seventy  (70) days prior to the
time for such other action as hereinbefore described; provided, however, that if
no  record  date is  fixed  by the  Board  of  Directors,  the  record  date for
determining  stockholders  entitled  to  notice  of or to vote at a  meeting  of
stockholders shall be at the close of business on the day next preceding the day
on which  notice is given or, if notice is waived,  at the close of  business on
the day  next  preceding  the  day on  which  the  meeting  is  held,  and,  for
determining  stockholders  entitled to receive  payment of any dividend or other
distribution  or  allotment  of  rights or to  exercise  any  rights of  change,
conversion or exchange of stock or for any other purpose,  the record date shall
be at the close of business on the day on which the Board of Directors  adopts a
resolution relating thereto.

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

     Section  4. Lost,  Stolen or  Destroyed  Certificates.  In the event of the
loss, theft or destruction of any certificate of stock, another may be issued in
its place  pursuant to such  regulations as the Board of Directors may establish
concerning proof of such loss, theft or destruction and concerning the giving of
a satisfactory bond or bonds of indemnity.

     Section 5. Regulations. The issue, transfer, conversion and registration of
certificates  of stock shall be governed by such other  regulations as the Board
of Directors may establish.

                                   ARTICLE VI
                                     NOTICES
     Section 1. Notices.  Except as otherwise  specifically  provided  herein or
required by law, all notices required to be given to any stockholder,  director,
officer,  employee  or agent  shall be in writing  and may in every  instance be
given effectively by hand delivery to the recipient thereof,  by depositing such
notice in the mail,  postage paid, by sending such notice by prepaid telegram or
mailgram or by sending  such  notice by  facsimile  machine or other  electronic
transmission. Any such notice shall be addressed to such stockholder,  director,
officer,  employee or agent at his or her last known address as the same appears
on the books of the Corporation.  The time when such notice is received, if hand
delivered, or dispatched, if delivered through the mail, by telegram or mailgram
or by facsimile machine or other electronic  transmission,  shall be the time of
the giving of the notice.

     Section  2.  Waivers.  A  written  waiver  of  any  notice,   signed  by  a
stockholder,  director,  officer, employee or agent, whether before or after the
time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, director, officer, employee
or agent.  Neither the business nor the purpose of any meeting need be specified
in such a waiver.

                                   ARTICLE VII
                                  MISCELLANEOUS
     Section 1. Facsimile  Signatures.  In addition to the provisions for use of
facsimile  signatures  elsewhere  specifically   authorized  in  these  By-laws,
facsimile  signatures of any officer or officers of the  Corporation may be used
whenever and as authorized by the Board of Directors or a committee thereof

     Section 2.  Corporate  Seal.  The Board of Directors may provide a suitable
seal, containing the name of the Corporation,  which seal shall be in the charge
of the  Secretary.  If and  when so  directed  by the  Board of  Directors  or a
committee  thereof,  duplicates  of the seal  may be kept and used by the  Chief
Financial  Officer or by an  Assistant  Secretary  or an  assistant to the Chief
Financial Officer.

     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 begin on
July 1 of each year.

     Section 5. Time  Periods.  In applying any provision of these By-laws which
requires that an act be done or not be done a specified  number of days prior to
an event or that an act be done  during a period of a  specified  number of days
prior to an event,  calendar days shall be used, the day of the doing of the act
shall be excluded and the day of the event shall be included.

                                  ARTICLE VIII
                                   AMENDMENTS
     The  By-laws of the  Corporation  may be  adopted,  amended or  repealed as
provided  in Article  VI,  Section 7 of the  Articles  of  Incorporation  of the
Corporation.