**EXHIBIT
      99**





**AMENDED
      BYLAWS OF FIRST FEDERAL BANKSHARES, INC.**
















**FIRST
      FEDERAL BANKSHARES, INC.**




**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
      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 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 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 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 Chairman of the Board of the Corporation or, in his or her
      absence, the Chief Executive Officer 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 procedure at the meeting, including such regulation of the manner of
      voting and the conduct of discussion as seem to him or her in order. The 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 or she should so determine, he or
      she
      shall so declare to the meeting and any such business so determined to be not
      properly brought before the meeting shall not be transacted.




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




(c)
      Only
      persons who are nominated in accordance with the procedures set forth in these
      Bylaws shall be eligible for election as Directors. Nominations of persons
      for
      election to the Board of Directors of the Corporation may be made at a meeting
      of stockholders at which Directors are to be elected only: (i) by or at the
      direction of the Board of Directors or; (ii) by any stockholder of the
      Corporation entitled to vote for the election of Directors at the meeting who
      complies with the notice procedures set forth in this Section 6(c). Such
      nominations, other than those made by or at the direction of the Board of
      Directors, shall be made by timely notice in writing to the Secretary of the
      Corporation. To be timely, a stockholder's notice shall be delivered or mailed
      to and received at the principal executive offices of the Corporation not less
      than ninety (90) days prior to the date of the meeting; provided, however,
      that
      in the event that less than one hundred (100) days' notice or prior disclosure
      of the date of the meeting is given or made to stockholders, notice by the
      stockholder to be timely must be so received not later than the close of
      business on the 10th day following the day on which such notice of the date
      of
      the meeting was mailed or such public disclosure was made. Such stockholder's
      notice shall set forth: (i) as to each person whom such stockholder proposes
      to
      nominate for election or re-election as a Director, all information relating
      to
      such person that is required to be disclosed in solicitations of proxies for
      the
      election of Directors, or is otherwise required, in each case pursuant to
      Regulation 14A under the Securities Exchange Act of 1934 (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
      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
      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 should so
      determine, he or she shall 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 or by a transmission
      permitted by law filed in accordance with the procedure established for the
      meeting. Any copy, 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 by
      a
      voice vote; provided, however, that upon demand therefore by a stockholder
      entitled to vote or by 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. 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 or her
      duties, shall take and sign an oath faithfully to execute the duties of
      inspector with strict impartiality and according to the best of his or her
      ability.




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




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 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 by resolution. The Board of Directors shall annually elect a Chairman
      of the Board from among its members who shall, when present, preside at its
      meetings.




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







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 a majority of the Directors
      then in office (rounded up to the nearest whole number) or by the Chairman
      of
      the Board or by the President and Chief Executive Officer 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 be 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 Bv 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
      Corporation and its subsidiaries as it may determine;




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




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




Section
      9.                      Compensation
      of**Directors.




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









ARTICLE
      III - COMMITTEES




Section
      1.                      Committee
      of the Board of Directors.




The
      Board
      of Directors, by a vote of a majority of the Whole Board, 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; a majority of the members shall constitute a quorum,
      and all matters shall be determined by a majority vote of the members present,
      subject to a quorum being 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 filled 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 fewer than three (3) members.  Each member of the Nominating
      Committee shall be determined by the Board of Directors to be an “independent
      director,” as that term is defined under applicable Nasdaq listing
      requirements.  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 provision 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, a President and Chief
      Executive Officer, one or more Vice Presidents, and a Secretary 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 two-thirds of
      the
      authorized number of Directors then







constituting
      the Board of Directors, or removed by an Officer pursuant to authority delegated
      by the Board to such Officer in accordance with Section 8(5) of Article
      II.




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




Section
      2.                      Chairman
      of the Board.




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




Section
      3.                      President
      and Chief Executive Officer.




The
      President and Chief Executive Officer (the "President") shall have general
      responsibility for the management and control of the business and affairs of
      the
      Corporation and shall perform all duties and have all powers which are commonly
      incident to the offices 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 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
      or
      her 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 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 or any such designation as the Board
      of
      Directors, Chairman of the Board or President deems appropriate.




Section
      5.                      Secretary.




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







Section
      6.                      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
      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 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 the Corporation may hold securities and otherwise
      to
      exercise any and all rights and powers which the 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. The Board of Directors may provide by
      resolution or resolutions that some or all of any or all classes or series
      of
      its stock shall be uncertificated shares.  Any such resolution shall
      not apply to shares represented by a certificate until such certificate is
      surrendered to the Corporation.




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 therefore.




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 day next preceding the day on which the meeting is held, and, for
      determining stockholders entitled to receive payment of any dividend or other
      distribution or allotment of rights or to exercise any rights of change,
      conversion or exchange of stock or for any other purpose, the record date shall
      be at the close of business on the day on which the Board of Directors adopts
      a
      resolution relating thereto.




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




Section
      4.                      Lost,
      Stolen or Destroyed Certificates.




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




Section
      5.                      Regulations.




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









ARTICLE
      VI- NOTICES




Section
      1.                      Notices.




Except
      as
      otherwise specifically provided herein or required by law, all notices required
      to be given to any stockholder, Director, Officer, employee or agent shall
      be in
      writing and may in every instance be 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 Comptroller or by an Assistant Secretary or
      an
      assistant to the Comptroller.




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- AMENDMENT




The
      Board
      of Directors may by a two-thirds vote amend, alter or repeal these Bylaws at
      any
      meeting of the Board, provided notice of the proposed change is given not less
      than two 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 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 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.





























Amended
      10-25-2007