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                                                                     EXHIBIT 3.2


                           AMENDED AND RESTATED BYLAWS
                                       OF
                           FIRST BANCTRUST CORPORATION


                               ARTICLE I. OFFICES


     1.1 Registered Office and Registered Agent. The registered office of First
BancTrust Corporation ("Corporation") shall be located in the State of Delaware
at such place as may be fixed from time to time by the Board of Directors upon
filing of such notices as may be required by law, and the registered agent shall
have a business office identical with such registered office.

     1.2 Other Offices. The Corporation may have other offices within or without
the State of Delaware at such place or places as the Board of Directors may from
time to time determine.


                       ARTICLE II. STOCKHOLDERS' MEETINGS

     2.1 Meeting Place. All meetings of the stockholders shall be held at the
principal place of business of the Corporation, or at such other place within or
without the State of Delaware as shall be determined from time to time by the
Board of Directors, and the place at which any such meeting shall be held shall
be stated in the notice of the meeting.

     2.2 Annual Meeting. The annual meeting of the stockholders for the election
of directors and for the transaction of such other business as may properly come
before the meeting shall be held each year on such date and time as determined
by the Board of Directors and stated in the notice of such meeting.

     2.3 Organization. Each meeting of the stockholders shall be presided over
by the Chairman of the Board, or in his absence by the President, or in their
absences, any other individual selected by the Board of Directors. The
Secretary, or in his or her absence a temporary Secretary, shall act as
secretary of each meeting of the stockholders. In the absence of the Secretary
and any temporary Secretary, the chairman of the meeting may appoint any person
present to act as secretary of the meeting. The chairman of any meeting of the
stockholders shall announce the date and time of the opening and the closing of
the polls for each matter upon which the stockholders will vote at a meeting
and, unless prescribed by law or regulation or unless the Board of Directors has
otherwise determined, shall determine the order of the business and the
procedure at the meeting, including such regulation of the manner of voting and
the conduct of discussions as seem to him in order.

     2.4 Special Meetings. Except as otherwise required by law and subject to
the rights of the holders of any class or series of Preferred Stock, special
meetings of the stockholders may be called only by the Board of Directors
pursuant to a resolution approved by the affirmative vote of at least
three-fourths of the directors then in office.

     2.5 Notice.

     (a) Notice of the time and place of the annual meeting of stockholders
shall be given by delivering personally or by mailing a written notice of the
same, not less than ten days and not more than sixty days prior to the date of
the meeting, to each stockholder of record entitled to vote at such meeting.
When any stockholders' meeting, either annual or special, is adjourned for
thirty days or more, or if a new record date is fixed for an adjourned meeting
of stockholders, notice of the adjourned meeting shall be given as in the case
of an original meeting. It shall not be necessary to give any notice of the time
and place of any meeting adjourned for less than thirty days (unless a new
record date is fixed therefor), other than an announcement at the meeting at
which such adjournment is taken. At the adjourned meeting the Corporation may
transact any business which might have been transacted at the original meeting.




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     (b) Not less than ten days and not more than sixty days prior to the
meeting, a written notice of each special meeting of stockholders, stating the
place, day and hour of such meeting, and the purpose or purposes for which the
meeting is called, shall be either delivered personally or mailed to each
stockholder of record entitled to vote at such meeting.

     2.6 Record List of Stockholders. At least ten days before each meeting of
stockholders, a complete record of the stockholders entitled to vote at such
meeting, or any adjournment thereof, shall be made, arranged in alphabetical
order, with the address of and number of shares registered in the name of each,
which record shall be kept open to the examination of any stockholder, for a
purpose germane to the meeting, in accordance with the General Corporation Law
("GCL") of the State of Delaware. The record also shall be kept open at the time
and place of such meeting for the inspection of any stockholder.

     2.7 Quorum; Actions of Stockholders. Except as otherwise required by law or
the Corporation's Certificate of Incorporation:

     (a) A quorum at any annual or special meeting of stockholders shall consist
of stockholders representing, either in person or by proxy, a majority of the
outstanding capital stock of the Corporation entitled to vote at such meeting.

     (b) In all matters other than the election of directors, the affirmative
vote of the majority of shares present in person or represented by proxy at the
meeting and entitled to vote on the subject matter shall be the act of the
stockholders. Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. If, at any meeting of the stockholders, due
to a vacancy or vacancies or otherwise, directors of more than one class of the
Board of Directors are to be elected, each class of directors to be elected at
the meeting shall be elected in a separate election by a plurality vote.

     2.8 Voting of Shares. Except as otherwise provided in these Bylaws or to
the extent that voting rights of the shares of any class or classes are limited
or denied by the Certificate of Incorporation, each stockholder, on each matter
submitted to a vote at a meeting of stockholders, shall have one vote for each
share of stock registered in his, her or its name on the books of the
Corporation.

     2.9 Closing of Transfer Books and Fixing of the Record Date. For the
purpose of determining stockholders entitled to notice of or to vote at any
meeting of stockholders, or any adjournment thereof, or entitled to receive
payment of any dividend, the Board of Directors may provide that the stock
transfer books shall be closed for a stated period not to exceed 60 days nor
less than ten days preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a record date for any such
determination of stockholders, which record date shall not precede the date upon
which the resolution fixing the record date is adopted by the Board of
Directors, and which record date shall not be more than sixty days and, in case
of a meeting of stockholders, not less than ten days prior to the date on which
the particular action requiring such determination of stockholders is to be
taken.

     2.10 Proxies. A stockholder may vote either in person or by proxy executed
in writing by the stockholder or his duly authorized attorney-in-fact. Without
limiting the manner in which a stockholder may authorize another person or
persons to act for him as proxy, a stockholder may grant such authority in the
manner specified in Section 212(c) of the GCL (or any successor thereto). No
proxy shall be valid after three years from the date of its execution, unless
otherwise provided in the proxy.

     2.11 Waiver of Notice. A waiver of any notice required to be given any
stockholder, signed by the person or persons entitled to such notice, whether
before or after the time stated therein for the meeting, shall be equivalent to
the giving of such notice. The attendance of any stockholder at a meeting, in
person or by proxy, shall constitute a waiver of notice by such stockholder,
except where a stockholder attends a meeting for the express purpose of

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objecting at the beginning of the meeting to the transaction of any business
because the meeting is not lawfully called or commenced.

     2.12 Voting of Shares in the Name of Two or More Persons. When ownership
stands in the name of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or if two or more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary of the Corporation is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided, at
any meeting of the stockholders of the Corporation any one or more of such
stockholders may cast, in person or by proxy, all votes to which such ownership
is entitled. In the event an attempt is made to cast conflicting votes, in
person or by proxy, by the several persons in whose names shares of stock stand,
the vote or votes to which those persons are entitled shall be cast as directed
by a majority of those holding such stock and present in person or by proxy at
such meeting, but no votes shall be cast for such stock if a majority cannot
agree, except to the extent provided in Section 217(b)(3) of the GCL (or any
successor thereto).

     2.13 Voting of Shares by Certain Holders. Shares standing in the name of
another corporation may be voted by an officer, agent or proxy as the bylaws of
such corporation may prescribe, or, in the absence of such provision, as the
Board of Directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into his
name if authority to do so is contained in an appropriate order of the court or
other public authority by which such receiver was appointed. A stockholder whose
shares are pledged shall be entitled to vote such shares until the shares have
been transferred into the name of the pledgee, and thereafter the pledgee shall
be entitled to vote the shares so transferred.

     2.14 Proposals. 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, or (b) 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 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 later than 120 days prior to
the anniversary date of the mailing of proxy materials by the Corporation in
connection with the immediately preceding annual meeting of stockholders of the
Corporation or, in the case of the first annual meeting of stockholders of the
Corporation following its acquisition of all of the outstanding capital stock of
First Bank & Trust, S. B., Paris, Illinois (the "Bank"), which is expected to be
held in April 2002, notice by the stockholder must be so delivered and received
no later than the close of business on Wednesday, November 28, 2001,
notwithstanding a determination by the Corporation to schedule such first annual
meeting later than April 2002. 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 description of the business desired to be brought before the
annual meeting, (b) the name and address, as they appear on the Corporation's
books, of the stockholder proposing such business, (c) the class and number of
shares of Corporation stock which are Beneficially Owned (as defined in Article
12.A(e) of the Corporation's Certificate of Incorporation) by the stockholder
submitting the notice, by any Person who is Acting in Concert with or who is an
Affiliate or Associate of such stockholder (as such capitalized terms are
defined in Article 12.A of the Corporation's Certificate of Incorporation), by
any Person who is a member of any group with such stockholder with respect to
the Corporation stock or who is known by such stockholder to be supporting such
proposal on the date the notice is given to the Corporation, and by each Person
who is in control of, is controlled by or is under common control with any of
the foregoing Persons (if any of the foregoing Persons is a partnership,
corporation, limited liability company, association or trust, information shall
be provided regarding the name and address of, and the class and number of
shares of Corporation stock which are Beneficially Owned by, each partner in
such partnership, each director, executive officer and stockholder in such
corporation, each member in such limited

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liability company or association, and each trustee and beneficiary of such
trust, and in each case each Person controlling such entity and each partner,
director, executive officer, stockholder, member or trustee of any entity which
is ultimately in control of such partnership, corporation, limited liability
company, association or trust), (d) the identification of any person retained or
to be compensated by the stockholder submitting the proposal, or any person
acting on his or her behalf, to make solicitations or recommendations to
stockholders for the purpose of assisting in the passage of such proposal and a
brief description of the terms of such employment, retainer or arrangement for
compensation, and (e) any material interest of the stockholder in such business.
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
in accordance with the provisions of this Article II, Section 2.14, 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. This provision
is not a limitation on any other applicable laws and regulations.

     2.15 Inspectors. For each meeting of stockholders, the Board of Directors
shall appoint one or more inspectors of election, who shall make a written
report of such meeting. 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 shall be appointed at the
meeting by the chairman thereof. 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. An inspector or inspectors shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares represented
at a meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors and
(v) certify their determination of the number of shares represented at the
meeting and their count of all votes and ballots. The date and time of the
opening and the closing of the polls for each matter upon which the stockholders
will vote at a meeting shall be announced at the meeting by the chairman
thereof. An inspector or inspectors shall not accept a ballot, proxy or vote,
nor any revocations thereof or changes thereto, after the closing of the polls
(unless the Court of Chancery of the State of Delaware upon application by a
stockholder shall determine otherwise) and may appoint or retain other persons
or entities to assist them in the performance of their duties. Inspectors need
not be stockholders and may not be nominees for election as directors.


                           ARTICLE III. CAPITAL STOCK

     3.1 Certificates. Certificates of stock shall be issued in numerical order,
and each stockholder shall be entitled to a certificate signed by the Chairman
of the Board or the President, and the Secretary or the Treasurer, and may be
sealed with the seal of the Corporation or facsimile thereof. The signatures of
such officers may be facsimiles if the certificate is manually signed on behalf
of a transfer agent, or registered by a registrar, other than the Corporation
itself or an employee of the Corporation. If an officer who has signed or whose
facsimile signature has been placed upon such certificate ceases to be an
officer before the certificate is issued, it may be issued by the Corporation
with the same effect as if the person were an officer on the date of issue. Each
certificate of stock shall state:

     (a) that the Corporation is organized under the laws of the State of
Delaware;

     (b) the name of the person to whom issued;

     (c) the number and class of shares and the designation of the series, if
any, which such certificate represents; and

     (d) the par value of each share represented by such certificate, or a
statement that such shares are without par value.


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     3.2 Transfers.

     (a) Transfers of stock shall be made only upon the stock transfer books of
the Corporation, kept at the registered office of the Corporation or at its
principal place of business, or at the office of its transfer agent or
registrar, and before a new certificate is issued the old certificate shall be
surrendered for cancellation. The Board of Directors may, by resolution, open a
share register in any state of the United States, and may employ an agent or
agents to keep such register, and to record transfers of shares therein.

     (b) Shares of stock shall be transferred by delivery of the certificates
therefor, accompanied either by an assignment in writing on the back of the
certificate or an assignment separate from the certificate, or by a written
power of attorney to sell, assign and transfer the same, signed by the holder of
said certificate. No shares of stock shall be transferred on the books of the
Corporation until the outstanding certificates therefor have been surrendered to
the Corporation.

     (c) A written restriction on the transfer or registration of transfer of a
certificate evidencing stock of the Corporation, if permitted by the GCL and
noted conspicuously on such certificate, may be enforced against the holder of
the restricted certificate or any successor or transferee of the holder,
including an executor, administrator, trustee, guardian or other fiduciary
entrusted with like responsibility for the person or estate of the holder.

     3.3 Registered Owner. Registered stockholders shall be treated by the
Corporation as the holders in fact of the stock standing in their respective
names and the Corporation shall not be bound to recognize any equitable or other
claim to or interest in any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as expressly provided
by the laws of the State of Delaware.

     3.4 Lost, Stolen or Destroyed Certificates. The Corporation may issue a new
certificate of stock in place of any certificate previously issued by it which
is alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost, stolen or destroyed certificate, or his legal
representative, to give the Corporation a bond sufficient to indemnify it
against any claim that may be made against it on account of the alleged loss,
theft or destruction of any such certificate or the issuance of such new
certificate.

     3.5 Fractional Shares or Scrip. The Corporation may (a) issue fractions of
a share which shall entitle the holder to exercise voting rights, to receive
dividends thereon and to participate in any of the assets of the Corporation in
the event of liquidation; (b) arrange for the disposition of fractional
interests by those entitled thereto; (c) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such shares are
determined; or (d) issue scrip in registered or bearer form which shall entitle
the holder to receive a certificate for a full share upon the surrender of such
scrip aggregating a full share.

     3.6 Shares of Another Corporation. Shares owned by the Corporation in
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the Board of Directors may determine or, in the absence of such
determination, by the President of the Corporation.


                         ARTICLE IV. BOARD OF DIRECTORS

     4.1 Powers. The business and affairs of the Corporation shall be managed by
or under the direction of a Board of Directors, which may exercise all such
authority and powers of the Corporation and do all such lawful acts and things
as are not by law, the Certificate of Incorporation or these Bylaws directed or
required to be exercised or done by the stockholders.

     4.2 Classification, Term and Qualifications. The Board of Directors shall
be divided into three classes as provided in Article 7.A. of the Corporation's
Certificate of Incorporation. No director shall serve beyond the 31st day
of December in the year in which he reaches his 75th birthday. No person shall
be eligible for initial election as a director who has attained seventy years of
age or more.


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     4.3 Number of Directors. The Board of Directors shall consist of seven
persons. The number of directors may at any time be increased or decreased by a
vote of a majority of the Board of Directors, provided that no decrease shall
have the effect of shortening the term of any incumbent director.
Notwithstanding anything to the contrary contained within these Bylaws, the
number of directors may not be less than five nor more than 20.

     4.4 Vacancies. All vacancies in the Board of Directors shall be filled in
the manner provided in the Corporation's Certificate of Incorporation.

     4.5 Removal of Directors. Directors may be removed in the manner provided
in the Corporation's Certificate of Incorporation.

     4.6 Regular Meetings. Regular meetings of the Board of Directors or any
committee thereof may be held at the principal place of business of the
Corporation or at such other place or places, either within or without the State
of Delaware, as the Board of Directors or such committee, as the case may be,
may from time to time designate. Notice of such meetings shall be provided to
directors in accordance with the provisions of the GCL. Unless otherwise
determined by the Board of Directors, the annual meeting of the Board of
Directors shall be held immediately after the adjournment of the annual meeting
of stockholders.

     4.7 Special Meetings.

     (a) Special meetings of the Board of Directors may be called at any time by
the Chairman of the Board, the President or by a majority of the authorized
number of directors, to be held at the principal place of business of the
Corporation or at such other place or places as the Board of Directors or the
person or persons calling such meeting may from time to time designate. Notice
of all special meetings of the Board of Directors shall be given to each
director at least twenty-four (24) hours prior to such meeting if notice is
given in person or by telephone, telegraph, telex, facsimile or other electronic
transmission and at least five (5) days prior to such meeting if notice is given
in writing and delivered by courier or by postage prepaid mail. Such notice need
not specify the business to be transacted at, nor the purpose of, the meeting.
Any director may waive notice of any meeting by submitting a signed waiver of
notice with the Secretary, whether before or after the meeting. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
at the beginning of the meeting to the transaction of any business because the
meeting is not lawfully called or convened.

     (b) Special meetings of any committee of the Board of Directors may be
called at any time by such person or persons and with such notice as shall be
specified for such committee by the Board of Directors, or in the absence of
such specification, in the manner and with the notice required for special
meetings of the Board of Directors.

     4.8 Waiver of Notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting, except where a director attends
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. A waiver of notice signed by the
director or directors, whether before or after the time stated for the meeting,
shall be equivalent to the giving of notice.

     4.9 Quorum; Actions of the Board of Directors. Except as may be otherwise
specifically provided by law, the Certificate of Incorporation or these Bylaws,
at all meetings of the Board of Directors, a majority of the entire Board of
Directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors. If a quorum shall not be present at
any meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

         4.10 Action by Directors Without a Meeting. Any action required or
which may be taken at a meeting of the directors, or of a committee thereof, may
be taken without a meeting if a consent in writing, setting forth the


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action so taken or to be taken, shall be signed by all of the directors, or all
of the members of the committee, as the case may be, and such consents are filed
with the minutes of proceedings of the Board of Directors or committee, as the
case may be. Such consent shall have the same effect as a unanimous vote.

     4.11 Action by Directors by Communications Equipment. Any action required
or which may be taken at a meeting of directors, or of a committee thereof, may
be taken by means of a conference telephone or similar communications equipment
subject to any applicable provisions of the GCL.

     4.12 Registering Dissent. A director who is present at a meeting of the
Board of Directors at which action on a corporate matter is taken shall be
presumed to have assented to such action unless his dissent shall be entered in
the minutes of the meeting, or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting, before the
adjournment thereof, or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

     4.13 Executive and Other Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees which in each case consist of one or more directors of the
Corporation, and may from time to time invest such committees with such powers
as it may see fit, subject to such conditions as may be prescribed by the Board.
An Executive Committee may be appointed by resolution passed by a majority of
the full Board of Directors. It shall have and exercise all of the authority of
the Board of Directors, except in reference to amending the Certificate of
Incorporation, adopting an agreement of merger or consolidation or plan of
voluntary liquidation, recommending to the stockholders the sale, lease or
exchange or other disposition of all or substantially all the property and
assets of the Corporation, declaring a dividend on the Corporation's capital
stock or amending these Bylaws. The designation of any such committee, and the
delegation of authority thereto, shall not relieve the Board of Directors, or
any member thereof, of any responsibility imposed by law.

     4.14 Remuneration. The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors, a stated salary as
director and/or such other compensation as may be fixed by the Board of
Directors. Members of special or standing committees may be allowed like
compensation for serving on committees of the Board of Directors. No such
payments shall preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

     4.15 Nominations of Directors Subject to the rights of holders of any class
or series of stock having a preference over the common stock as to dividends or
upon liquidation, nominations for the election of directors may be made by the
Board of Directors or committee appointed by the Board of Directors or by any
stockholder entitled to vote generally in an election of directors. However, any
stockholder entitled to vote generally in an election of directors may nominate
one or more persons for election as directors at a meeting only if written
notice of such stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid to the Secretary of the Corporation, which notice is delivered to or
received by the Secretary not later than (i) 120 days prior to the anniversary
date of the mailing of proxy materials by the Corporation in connection with the
immediately preceding annual meeting of stockholders of the Corporation or, in
the case of the first annual meeting of stockholders of the Corporation
following its acquisition of all of the outstanding capital stock of the Bank,
which is expected to be held in April 2002, any such nomination by a stockholder
must be so delivered or received no later than the close of business on
Wednesday, November 28, 2001, notwithstanding a determination by the Corporation
to schedule such first Annual Meeting later than April 2002, and (ii) with
respect to an election to be held at a special meeting of stockholders for the
election of directors, the close of business on the tenth day following the date
on which notice of such meeting is first given to stockholders. Each such notice
shall set forth: (a) the name, age, business address and residence address of
the stockholder who intends to make the nomination and of the person or persons
to be nominated; (b) the principal occupation or employment of the stockholder
submitting the notice and of each person being nominated; (c) the class and
number of shares of Corporation stock which are Beneficially Owned (as defined
in Article 12.A(e) of the Corporation's Certificate of


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Incorporation) by the stockholder submitting the notice, by any Person who is
Acting in Concert with or who is an Affiliate or Associate of such stockholder
(as such capitalized terms are defined in Article 12.A of the Corporation's
Certificate of Incorporation), by any Person who is a member of any group with
such stockholder with respect to the Corporation stock or who is known by such
stockholder to be supporting such nominee(s) on the date the notice is given to
the Corporation, by each person being nominated, and by each Person who is in
control of, is controlled by or is under common control with any of the
foregoing Persons (if any of the foregoing Persons is a partnership,
corporation, limited liability company, association or trust, information shall
be provided regarding the name and address of, and the class and number of
shares of Corporation stock which are Beneficially Owned by, each partner in
such partnership, each director, executive officer and stockholder in such
corporation, each member in such limited liability company or association, and
each trustee and beneficiary of such trust, and in each case each Person
controlling such entity and each partner, director, executive officer,
stockholder, member or trustee of any entity which is ultimately in control of
such partnership, corporation, limited liability company, association or trust);
(d) a representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (e) a description of all arrangements or understandings between the
stockholder and each nominee and any arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the stockholder; (f) such other information regarding the stockholder submitting
the notice and each nominee proposed by such stockholder as would be required to
be included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (g) the consent of each nominee to serve
as a director of the Corporation if so elected. The presiding officer of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedures.


                               ARTICLE V. OFFICERS

     5.1 Designations. The officers of the Corporation shall be a Chairman of
the Board, a President, a Secretary and a Treasurer appointed by the Board of
Directors, as well as such Executive Vice Presidents, Vice Presidents, Assistant
Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other
officers as the Board of Directors or the Chairman of the Board and President
may designate. Officers of the Corporation shall be elected for one year by the
directors at their first meeting after the annual meeting of stockholders, and
officers of the Corporation shall hold office until their successors are elected
and qualified. Any two or more offices may be held by the same person, except
the offices of President and Secretary.

     5.2 Powers and Duties. The officers of the Corporation shall have such
authority and perform such duties as the Board of Directors or, in the case of
officers with a title of Vice President or lower, the Chairman of the Board and
President, may from time to time authorize or determine. In the absence of
action by the Board of Directors or the Chairman of the Board and President, as
applicable, the officers shall have such powers and duties as generally pertain
to their respective offices.

     5.3 Delegation. In the case of absence or inability to act of any officer
of the Corporation and of any person herein authorized to act in his place, the
Board of Directors may from time to time delegate the powers or duties of such
officer to any other officer or any director or other person whom it may select.

     5.4 Vacancies. Vacancies in any office arising from any cause may be filled
by the Board of Directors at any regular or special meeting of the Board.

     5.5 Term - Removal. The officers of the Corporation shall hold office until
their successors are chosen and qualified. Any officer or agent elected or
appointed by the Board of Directors or by the Chairman and the President may be
removed at any time, with or without cause, by the affirmative vote of a
majority of the whole Board of Directors, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.


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     5.6 Bonds. The Board of Directors may, by resolution, require any and all
of the officers to give bonds to the Corporation, with sufficient surety or
sureties, conditions for the faithful performance of the duties of their
respective offices, and to comply with such other conditions as may from time to
time be required by the Board of Directors.


                 ARTICLE VI. INDEMNIFICATION, ETC. OF DIRECTORS,
                             OFFICERS AND EMPLOYEES

     6.1 Indemnification. The Corporation shall provide indemnification to its
directors, officers, employees, agents and former directors, officers, employees
and agents and to others in accordance with the Corporation's Certificate of
Incorporation.

     6.2 Advancement of Expenses. Reasonable expenses (including attorneys'
fees) incurred by a director, officer or employee of the Corporation in
defending any civil, criminal, administrative or investigative action, suit or
proceeding described in Section 6.1 may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors only upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that the person
is not entitled to be indemnified by the Corporation.

     6.3 Other Rights and Remedies. The indemnification and advancement of
expenses provided by, or granted pursuant to, this Article VI shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under the Corporation's Certificate of
Incorporation, any agreement, vote of stockholders or disinterested directors or
otherwise, both as to actions in their official capacity and as to actions in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer or employee and shall inure to the
benefit of the heirs, executors and administrators of such person.

     6.4 Insurance. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer of employee of the Corporation, or is or was serving
at the request of the corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of its
Certificate of Incorporation or this Article VI.

     6.5 Modification. The duties of the Corporation to indemnify and to advance
expenses to a director, officer or employee provided in this Article VI shall be
in the nature of a contract between the Corporation and each such person, and no
amendment or repeal of any provision of this Article VI shall alter, to the
detriment of such person, the right of such person to the advance of expenses or
indemnification related to a claim based on an act or failure to act which took
place prior to such amendment or repeal.


                ARTICLE VII. DIVIDENDS; FINANCE; AND FISCAL YEAR

     7.1 Dividends. Subject to the applicable provisions of the General
Corporation Law of the State of Delaware, dividends upon the capital stock of
the Corporation may be declared by the Board of Directors at any regular or
special meeting, and may be paid in cash, in property or in shares of the
capital stock of the Corporation. Before payment of any dividend, there may be
set aside out of any funds of the Corporation available for dividends such sum
or sums as the Board of Directors from time to time, in its absolute discretion,
may deem proper as a reserve or reserves to meet contingencies, or for
dividends, or for repairing or maintaining any property of the Corporation, or
for any other proper purpose, and the Board of Directors may modify or abolish
any such reserve.


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     7.2 Disbursements. All checks or demand for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     7.3 Depositories. The monies of the Corporation shall be deposited in the
name of the Corporation in such bank or banks or trust company or trust
companies as the Board of Directors shall designate, and shall be drawn out only
by check or other order for payment of money signed by such persons and in such
manner as may be determined by resolution of the Board of Directors.

     7.4 Fiscal Year. The fiscal year of the Corporation shall end on the 31st
day of December of each year.


                              ARTICLE VIII. NOTICES

     Except as may otherwise be required by law, any notice to any stockholder
or director may be delivered personally or by mail. If mailed, the notice shall
be deemed to have been delivered when deposited in the United States mail,
addressed to the addressee at his last known address in the records of the
Corporation, with postage thereon prepaid.


                                ARTICLE IX. SEAL

     The corporate seal of the Corporation shall be in such form and bear such
inscription as may be adopted by resolution of the Board of Directors, or by
usage of the officers on behalf of the Corporation.


                          ARTICLE X. BOOKS AND RECORDS

     The Corporation shall keep correct and complete books and records of
account and shall keep minutes of meetings and proceedings of its stockholders
and Board of Directors (including committees thereof); and it shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its stockholders, giving the names and
addresses of all stockholders and the number and class of the shares held by
each. Any books, records and minutes may be in written form or any other form
capable of being converted into written form within a reasonable time.


                             ARTICLE XI. AMENDMENTS

     11.1 Amendments. These Bylaws may be altered, amended or repealed only as
set forth in the Corporation's Certificate of Incorporation, which provisions
are incorporated herein with the same effect as if they were set forth herein.

     11.2 Emergency Bylaws. The Board of Directors may adopt emergency Bylaws,
subject to repeal or change by action of the stockholders, which shall be
operative during any national or local emergency.


                          ARTICLE XII. USE OF PRONOUNS

     Use of the masculine gender in these Bylaws shall be considered to
represent either masculine or feminine gender whenever appropriate.


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