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                                                CENIT BANCORP, INC.

                                                      BYLAWS
                                        (as amended as of October 28, 1997)


                                             ARTICLE I - STOCKHOLDERS

         Section 1.  Annual Meeting.

         An annual  meeting  of the  stockholders  of the  Corporation,  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  of the Corporation or the
last annual meeting of stockholders.

         Section 2.  Special Meetings.

         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 authorized  directors  (whether or not there exist any vacancies
in  previously  authorized  directorships  at the time any  such  resolution  is
presented to the Board for adoption) (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 by 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;  except
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.


                                                 
                                                     


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         Section 4.  Quorum.

         At any meeting of the stockholders, the holders of a majority of all of
the shares of the stock  entitled to vote at the meeting (after giving effect to
the  provisions  of Article IV(C) of the  Certificate  of  Incorporation  of the
Corporation),  present in person or by proxy,  shall constitute a quorum for all
purposes,  unless or except to the extent that the  presence of a larger  number
may be required by law. Where a separate vote by a class or classes of shares is
required, a majority of the shares of such class or classes present in person or
represented  by proxy  shall  constitute  a quorum  entitled to take action with
respect to that 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
(after giving effect to the  provisions of Article IV(C) of the  Certificate  of
Incorporation of the  Corporation)  who are present,  in person or by proxy, may
adjourn the meeting to another place, date, or time.

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

         Section 5.  Organization.

         Such person as the Board of Directors  may have  designated  or, in the
absence of such a person,  the  President of the  Corporation  or, in his or her
absence, such person as may be chosen by the holders of a majority of the shares
entitled to vote (after giving effect to the  provisions of Article IV(C) of the
Certificate of Incorporation  of the Corporation) 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.  The
chairman of the meeting shall also have the power to appoint such other officers
of the meeting as he or she shall deem appropriate.

         Section 6.  Conduct of Business.

         (a) The Board of Directors  may, to the extent not  prohibited  by law,
adopt by resolution such rules and regulations for the conduct of any meeting of
the stockholders as it shall deem appropriate. Except to the extent inconsistent
with such  rules and  regulations  as  adopted  by the Board of  Directors,  the
chairman of any meeting of  stockholders  shall have the right and  authority to
prescribe such rules,  regulations and procedures and to do all such acts as, in
the judgment of such  chairman,  are  appropriate  for the proper conduct of the
meeting. Such rules, regulations or procedures,  whether adopted by the Board of
Directors or

                                                 

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prescribed by the chairman of the meeting,  may to the extent not  prohibited by
law include,  without  limitation,  the following:  (i) the  establishment of an
agenda or order of  business  for the  meeting;  (ii) rules and  procedures  for
maintaining  order  at the  meeting  and the  safety  of  those  present;  (iii)
limitations on attendance at or  participation in the meeting to stockholders of
record of the Corporation, their duly authorized and constituted proxies or such
other persons as the chairman of the meeting shall determine;  (iv) restrictions
on entry to the meeting after the time fixed for the commencement  thereof;  and
(v)  limitations  on the time  allotted,  if any,  to  questions  or comments by
participants in the meeting. Unless, and to the extent,  determined by the Board
of Directors or the chairman of the meeting,  meetings of stockholders shall not
be required to be held in accordance with the rules of parliamentary  procedure.
Any person in  attendance  at a meeting of  stockholders  shall,  at the time of
gaining recognition from the chairman, state the name of the speaker, the number
of shares owned by the speaker,  and if appearing in a representative  capacity,
produce satisfactory written evidence of the right of representation signed by a
stockholder  of record.  Upon a failure  to comply  with this  requirement,  the
chairman  of the  meeting  may ignore the  speaker,  and,  if deemed  necessary,
request the sergeant-at-arms to remove the proposed speaker from 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 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 one hundred
twenty (120) days in advance of the date of the  Corporation's  proxy  statement
released to  stockholders  in connection with the previous year's annual meeting
of the stockholders.  A stockholder's notice to the Secretary shall set forth as
to each matter such stockholder  proposes to bring before the annual meeting (i)
a brief  description  of the  business  desired to be brought  before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the  name  and  address,  as they  appear  on the  Corporation's  books,  of the
stockholder who proposes 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,  shall so declare to the meeting, and any such business so determined
to be  not  properly  brought  before  the  meeting  shall  not  be  transacted.
Notwithstanding the foregoing  provisions,  a stockholder shall also comply with
all applicable requirements of the

                                                 

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Securities  and  Exchange Act of 1934 and the rules and  regulations  thereunder
with respect to the matters set forth in this Section 6(b).

                  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
and  qualifications  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 one hundred  twenty (120) days in advance of the date
of the Corporation's proxy statement released to stockholders in connection with
the previous  year's  annual  meeting of the  stockholders.  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 Rule
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);  (ii) as to  each  person  whom  such
stockholder proposes to nominate for election or re-election as a director,  all
biographical,  financial and other information, and all certifications,  reports
and submissions  required by the Office of Thrift  Supervision,  Federal Reserve
Board, Virginia Bureau of Financial  Institutions or any other regulatory agency
with supervisory  authority over the Corporation or any of its subsidiaries,  or
any successor to such a regulatory agency,  with respect to the designation of a
new director of a holding company or financial  institution  regulated by such a
regulatory  agency;  (iii) as to each person whom such  stockholder  proposes to
nominate for election or re-election as a director,  all information as shall be
necessary to demonstrate that such person meets the  qualifications set forth in
Article II, Section 10 of these Bylaws;  and (iv) as to the  stockholder  giving
the notice (x) the name and address, as they appear on the Corporation's  books,
of such stockholder and (y) the class and number of shares of the  Corporation's
capital stock that are beneficially owned by such stockholder. At the request of
the Board of  Directors,  any person  nominated  by the Board of  Directors  for
election as a director  shall furnish to the Secretary of the  Corporation  that
information  required to be set forth in a  stockholder's  notice of  nomination
which  pertains to the  nominee.  No person  shall be eligible for election as a
director of the Corporation  unless  nominated in accordance with the provisions
of this Section 6(c). The officer of the  Corporation or other person  presiding
over the meeting shall, if the facts so warrant,

                                                 

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determine that a nomination was not made in accordance with such provisions and,
if he should so  determine,  shall so declare to the meeting,  and the defective
nomination shall be disregarded.  Notwithstanding  the foregoing  provisions,  a
stockholder shall also comply with all applicable requirements of the Securities
and Exchange Act of 1934 and the rules and  regulations  thereunder with respect
to the matters set forth in this Section 6(c).

         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.

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

         All voting,  including on the election of directors but excepting where
otherwise  required  by law,  may be by a voice  vote;  except  that upon demand
therefore by a  stockholder  entitled to vote or his or her proxy,  a stock vote
shall be taken. Every stock vote shall be taken by ballots,  each of which shall
state the name of the stockholder or proxy voting and such other  information as
may be required  under the  procedure  established  for the meeting.  Every vote
taken by ballots shall be counted by an inspector or inspectors appointed by the
chairman of the meeting.

         All elections shall be determined by a plurality of the votes cast, and
except as otherwise  required by law, 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.

                                                

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         Section 9.  No 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.

                                          ARTICLE II - BOARD OF DIRECTORS

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

         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 any such
designation,  such number  shall be eleven (11).  The Board of  Directors  shall
annually elect a Chairman from among its members.

         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 second annual meeting of
stockholders  and the term of office  of the third  class to expire at the third
annual meeting of  stockholders,  with each director to hold office until his or
her successor shall have been duly elected and qualified. At each annual meeting
of stockholders (or special meeting in lieu thereof),  commencing with the first
annual  meeting,  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.

                                                 

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         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 Meeting.

         Special  meetings of the Board of  Directors  may be called by one-half
(1/2) of the directors then in office  (rounded up to the nearest whole number),
by the Chairman of the Board or by the President of the  Corporation,  and shall
be held at such place, on such date, and at such time as they or he or she shall
fix.  Notice of the place,  date, and time of each such special meeting shall be
given to each  director by whom it is not waived by mailing  written  notice not
less than five (5) days before the meeting or by  telegraphing or telexing or by
facsimile  transmission of the same not less than  twenty-four (24) hours before
the  meeting.  Unless  otherwise  indicated in the notice  thereof,  any and all
business may be transacted at a special meeting.

         Section 5.  Quorum.

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

         Section 6.  Participation in Meetings by Conference Telephone.

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

         Section 7.  Conduct of Business.

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


                                                 

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         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.


                                                 

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         Section 10.  Qualification of Directors.

         No person  shall be  qualified to stand for election as a member of the
Board  of  Directors,  or to  continue  to serve  as a  member  of the  Board of
Directors,  unless he or she is domiciled  in or has a principal  residence in a
county  or city in  which  the  Corporation  or any of its  subsidiaries  has an
office, or in any county or city that is contiguous to a county or city in which
the Corporation or any of its subsidiaries has an office.

                                             ARTICLE III - COMMITTEES

         Section 1.  Committees of the Board of Directors.

         The  Board  of  Directors,  by a vote of a  majority  of the  Board  of
Directors,  may from time to time designate  committees of the Board,  with such
lawfully  delegable  powers and duties as it  thereby  confers,  to serve at the
pleasure of the Board and shall,  for those  committees and any others  provided
for  herein,  elect a director or  directors  to serve as the member or members,
designating, if it desires, other directors as alternate members who may replace
any absent or disqualified member at any meeting of the committee. Any committee
so designated  may exercise the power and authority of the Board of Directors to
declare a dividend, to authorize the issuance of stock or to adopt a certificate
of  ownership  and  merger  pursuant  to  Section  253 of the  Delaware  General
Corporation  Law  if  the  resolution   which  designates  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.


                                                 

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         Section 3.  Nominating Committee.

         The Board of  Directors  shall  appoint a  Nominating  Committee of the
Board,  consisting of three (3) members,  one of which shall be the President of
the  Corporation  if, and only so long as, the President  remains in office as a
member of the Board of Directors.  The Nominating Committee shall have authority
(a) to review any  nominations  for election to the Board of Directors made by a
stockholder  of the  Corporation  pursuant  to Section  6(c)(ii) of Article I of
these  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 next ensuing annual meeting of
stockholders.

                                               ARTICLE IV - OFFICERS

         Section 1.  Generally.

         (a) The  Board of  Directors  as soon as may be  practicable  after the
annual  meeting of  stockholders  shall choose a President  and Chief  Executive
Officer (the  "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. An officer may 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) Each  officer  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  upon them by the Board
of Directors or by any committee thereof.

         Section 2.  President.

         The President shall be the chief  executive  officer of the Corporation
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.


                                                 

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         Section 3.  Vice President.

         The Vice President or Vice  Presidents  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 or the President.

         Section 4.  Secretary.

         The  Secretary  or  an  Assistant  Secretary  shall  issue  notices  of
meetings,  shall  keep  minutes  of such  meetings,  shall  have  charge  of the
corporate seal and the corporate  books, and 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 or the President.

         Section 5.  Treasurer.

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

         Section 6.  Assistant Secretaries and Other Officers.

         The Board of Directors  may appoint one or more  assistant  Secretaries
and one or more assistant Treasurers,  which officers shall have such powers and
shall  perform such duties as are provided in these Bylaws or as may be properly
assigned to them by the Board of Directors or the President.

         Section 7.  Action with Respect to Securities of Other Corporations.

         Unless otherwise  directed by the Board of Directors,  the President or
any officer of the Corporation  authorized by the President shall have the 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

                                                 

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hold  securities  and  otherwise to exercise any and all rights and powers which
this  Corporation  may possess by reason of its  ownership of securities in such
other corporation.

                                                 ARTICLE V - STOCK

         Section 1.  Certificates of Stock.

         Each  stockholder  shall be entitled to a certificate  signed by, or in
the name of the Corporation  by, the President or a Vice  President,  and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
certifying  the  number  of  shares  owned  by  him  or  her.  Any or all of the
signatures on the certificate may be by facsimile.

         Section 2.  Transfers of Stock.

         Transfer  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.

         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 for any  meeting  of
stockholders,  nor more than  sixty  (60) days  prior to the time for such other
action as hereinbefore described;  except 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 date  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;
except that the Board of Directors  may fix a new record date for the  adjourned
meeting.

                                                 

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         Section 4.  Lost, Stolen or Destroyed Certificates.

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

         Section 5.  Regulations.

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

                                               ARTICLE VI - NOTICES

         Section 1.  Notices.

         Except as otherwise  specifically  provided  herein or required by law,
all notices required to be given to any stockholder, director, officer, employee
or agent shall be in writing and may in every instance be  effectively  given by
hand delivery to the recipient thereof,  by depositing such notice in the 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.


                                                 

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         Section 2.  Corporate Seal.

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

         Section 3.  Reliance upon Books, Reports and Records.

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

         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.

                                             ARTICLE VIII - AMENDMENTS

         These Bylaws may be altered,  amended,  added to, rescinded or repealed
at any meeting of the Board of Directors or of the stockholders, provided notice
of the proposed change was given in the notice of the meeting or, in the case of
a meeting of the Board of  Directors,  in a notice  given not less than two days
prior to the meeting;  except that notwithstanding any other provisions of these
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  (as  defined  in the  Certificate  of
Incorporation) required by law, the Certificate of Incorporation,  any Preferred
Stock  Designation  (as defined in the  Certificate of  Incorporation)  or these
Bylaws, the affirmative votes of the holders of at least 80% of the voting power
of the then  outstanding  shares of Voting  Stock,  voting  together as a single
class,

                                                 

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shall be required in order for these  Bylaws to be altered,  amended,  added to,
rescinded or repealed by the stockholders of the Corporation.

                                                 

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