NORTHEAST PENNSYLVANIA FINANCIAL CORP.

BYLAWS

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.

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, present in person or by proxy
(after giving effect to the provisions of Article FOURTH of the
Corporations Certificate of Incorporation), 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 is
required, a majority of the

shares of such class or classes present in person or
represented by proxy (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.

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  qualified  under  Article II,  Section 1 of these Bylaws and  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  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 would  indicate such person's  qualification  under Article II,  Section 1, including an affidavit
that such person would not be  disqualified  under the  provisions of Section 1(d),  and such  information  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 establish his or her qualifications  and 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) and Section 1 of Article II. 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.

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.

ARTICLE II - BOARD OF DIRECTORS

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

(a)      General  Powers.  The business  and affairs of the  Corporation  shall be under the  direction of
its Board of  Directors.  The Board of  Directors  shall  annually  elect a  Chairman  of the Board  from among its
members who shall, when present, preside at its meetings.

(b)
Number. 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 (11).

Except
for the initial members of the Board of Directors as of the effective date of
these Bylaws, no person shall be eligible for initial election as a Director who
is 68 years of age or more. No person may be elected, appointed, nominated or
otherwise serve as a Director of the Corporation after December 31 of the year
in which such person attains the age of 70. Vacancies on the Board of Directors
created by operation of this provision may be filled in accordance with these
Bylaws.

(c)
Term of Office. 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.

(d)
No person shall be eligible for election or appointment to the Board of
Directors: (i) if such person has, within the previous 10 years, been the
subject of supervisory action by a financial regulatory agency that resulted in
a cease and desist order or an agreement or other

written statement subject to public disclosure under 12 U.S.C. 1818(u), or any successor provision; (ii)
if such person has been convicted of a crime involving dishonesty or breach of
trust which is punishable by imprisonment for a term exceeding one year under
state or federal law; (iii) if such person is currently charged in any
information, indictment, or other complaint with the commission of or
participation in such a crime; and (iv) unless such person has been, for a
period of at least one year prior to his or her election, nomination or
appointment, a resident of a county in which the Corporation or its subsidiaries
maintains a banking office or of a county contiguous to any such county or had
significant business ties to such counties. No person may serve on the Board of
Directors and at the same time be a director or officer of another co-operative
bank, credit union, savings bank, savings and loan association, trust company,
bank holding company or banking association (in each case whether chartered by a
state, the federal government or any other jurisdiction) that engages in
business activities in the same market area as the Corporation or any of its
subsidiaries. No person shall be eligible for election to the Board of Directors
if such person is the representative or agent of a person or acting in concert
(as that term is used to describe relationships involved in either presumptive
or actual concerted action under 12 C.F.R. Section 574.4(d)) with respect to the
Corporation or its subsidiaries, with a person who is ineligible for election to
the Board of Directors under this Subsection 1(d). No nomination of any
individual who would not be qualified to be elected or appointed to or serve as
a member of the Board of Directors under this Article II, Section 1(d)
shall be valid, accepted or voted upon. The Board of Directors shall have the
power to construe and apply the provisions of this Section 1(d) and to make all
determinations necessary to implement such provisions, including but not limited
to determinations as to whether any persons are a group acting in concert, as
defined by this Section 1(d). The Board may request from a nominee
information it deems relevant to assessing a nominee's satisfaction of the
requirements of this Section 1(d).

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.

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 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 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
         Corporationand 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;

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

(9)      To fix the Compensation of officers and employees of the Corporation and       its
subsidiaries as it may determine.

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 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. 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. 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,  a  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.

Section
2.       Chairman of the Board of
Directors.

The
Chairman of the Board, subject to the provisions of these Bylaws and to the
direction of the Board of Directors, when present shall preside at all meetings
of the stockholders of the Corporation. The Chairman of the Board shall perform
such duties designated to him by the Board of Directors and which are delegated
to him or her by the Board of Directors by resolution of the Board of Directors.

Section
3.       President and Chief Executive
Officer.

The
President and Chief Executive Officer 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 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 or Vice Presidents 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.

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.

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.

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 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.

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 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.

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.

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.

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 are effective as of January 22, 2002.