EXHIBIT 3.2



(STATE BANCORP INC LOGO)

Corporate Bylaws

These By-laws are
supplemental to the New York Business Corporation Law and other applicable
provisions of law, as the same shall from time to time be in effect.

ARTICLE I - MEETINGS OF STOCKHOLDERS

Section 101. Place of Meetings.

All meetings of the
stockholders shall be held at such place or places, within or without the State
of New York, as shall be determined by the Board of Directors from time to
time.

Section 102. Annual Meetings.

The annual meeting of the
stockholders for the election of Directors and the transaction of such other
business as may properly come before the meeting shall be held at such date or
hour as may be fixed by the Board of Directors. Any business which is a proper
subject for stockholder action may be transacted at the annual meeting,
irrespective of whether the notice of said meeting contains any reference
thereto, except as otherwise provided by applicable law or these By-Laws.

Section 103. Special Meetings.

Special meetings of the
stockholders may be called at any time 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 (the Whole Board) or
the Chief Executive Officer.

Section 104. Notice of the Meetings.

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| | a. | Written or printed notice,
 stating the place, day and hour of the meeting and the purpose or purposes
 for which the meeting is called, shall be delivered by the Corporation not
 less than ten (10) days nor more than fifty (50) days before the date of the
 meeting, either personally or by first class mail, to each stockholder of
 record entitled to vote at such meeting. If mailed, such notice shall be
 deemed to be delivered when deposited in the United States mail with postage
 thereon prepaid, addressed to the stockholder at his address as it appears on
 the stock transfer books of the Corporation or at such other address given by
 the stockholder in accordance with law.
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| | b. | Any previously scheduled
 meeting of the stockholders may be postponed, and any special meeting of the
 stockholders may be cancelled, by resolution of the Board of Directors upon
 public notice given prior to the date previously scheduled for such meeting
 of stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                        

Section 105. Conduct of Stockholders Meetings; Adjournment.

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| | a. | The Chief Executive
 Officer shall preside at all stockholders meetings. In the absence of the
 Chief Executive Officer, such other officer as shall be appointed by the
 Board shall preside at any meeting of shareholders. The Officer presiding
 over the stockholders meeting may establish such rules and regulations for
 the conduct of the meeting as he/she may deem to be reasonably necessary or
 desirable for the orderly and expeditious conduct of the meeting, and shall
 fix and announce at the meeting the date and time of the opening and the
 closing of the polls for each matter upon which the stockholders will vote at
 the stockholders meeting. Subject to Section 202 of these By-Laws, unless
 the Officer presiding over the stockholders meeting otherwise requires,
 stockholders need not vote by ballot on any question.
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| | b. | The presiding Officer at a
 stockholders meeting or a majority of the shares of the Corporation present
 thereat, represented in person or by proxy, may adjourn the meeting from time
 to time, whether or not there is a quorum. No notice of the time and place of
 adjourned meetings need be given except as required by law. The stockholders
 present at a duly called meeting at which a quorum is present may continue to
 transact business until adjournment, notwithstanding the withdrawal of enough
 stockholders to leave less than a quorum.                                                                                                                                                                                                                                                                                                    

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Section 106. Inspectors of Election.

Two inspectors of election
shall be appointed by the Board of Directors to serve at each annual or special
meeting of stockholders and to make a written report thereof, and if any
inspector shall fail to serve, the presiding Officer shall appoint an inspector
in his place. Such inspectors may include individuals who serve the Corporation
in other capacities, including, without limitation, as officers, employees,
agents or representatives.

Section 107. Action of Stockholders.

Except as otherwise provided
by law, the Certificate of Incorporation, or these By-Laws, in all matters
other than the election of directors (which is governed by Section 202 of these
By-Laws), the affirmative vote of a majority of the shares present in person or
represented by proxy at the meeting and entitled to vote on the matter shall be
the act of the stockholders.

Section 108. Notice of Stockholder Business and Nominations.

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| | a. | Annual Meetings of
 Stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 1. | Nominations of persons for
 election to the Board of Directors of the Corporation and the proposal of
 business to be considered by the stockholders may be made at an annual
 meeting of stockholders (A) pursuant to the Corporations notice of meeting,
 (B) by or at the direction of the Board of Directors or (C) by any
 stockholder of the Corporation who was a stockholder of record at the time of
 giving of notice provided for in this By-Law, who is entitled to vote at the
 meeting, who (in the case of nominations of persons for election to the Board
 of Directors of the Corporation) is entitled to cast votes with respect to at
 least five (5) percent of the outstanding capital stock of the Corporation
 and who complies with the notice procedures set forth in this By-Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 2. | For nominations or other
 business to be properly brought before an annual meeting by a stockholder
 pursuant to clause (C) of paragraph (a)(1) of this By-Law, the stockholder
 must have given timely notice thereof in writing to the Secretary of the
 Corporation and such other business must otherwise be a proper matter for
 stockholder action. To be timely, a stockholders notice shall be delivered
 to the Secretary at the principal executive offices of the Corporation not
 later than the close of business on the 90th day nor earlier than the close
 of business on the 120th day prior to the first anniversary of the preceding
 years annual meeting; provided, however, that in the event that the date of
 the annual meeting is more than 30 days before or more than 60 days after
 such anniversary date, notice by the stockholder to be timely must be so
 delivered not earlier than the close of business on the 120th day prior to
 such annual meeting and not later than the close of business on the later of
 the 90th day prior to such annual meeting or the 10th day following the day
 on which public announcement of the date of such meeting is first made by the
 Corporation. In no event shall the public announcement of an adjournment of
 an annual meeting commence a new time period for the giving of a
 stockholders notice as described above. Such stockholders notice shall set
 forth (a) as to each person whom the stockholder proposes to nominate for
 election or re-election as a director, all information relating to such
 person that is required to be disclosed in solicitations of proxies for
 election of directors in an election contest, or is otherwise required, in
 each case pursuant to Regulation 14A under the Securities Exchange Act of
 1934, as amended (the Exchange Act) and Rule 14a-11 thereunder (including
 such persons written consent to being named in the proxy statement as a
 nominee and to serving as a director if elected); (b) as to any other
 business that the stockholder proposes to bring before the meeting, a brief
 description of the business desired to be brought before the meeting, the
 reason for conducting such business at the meeting and any material interest
 in such business of such stockholder and the beneficial owner, if any, on
 whose behalf the proposal is made; and (c) as to the stockholder giving the
 notice and the beneficial owner, if any, on whose behalf the nomination or
 proposal is made, (i) the name and address of such stockholder, as they
 appear on the books of the Corporation, and of such beneficial owner, and
 (ii) the class and number of shares of the Corporation which are owned
 beneficially and of record by such stockholder and such beneficial owner.
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 3. | Notwithstanding anything
 in the second sentence of paragraph (a)(2) of this By-Law to the contrary, in
 the event that the number of directors to be elected to the Board of
 Directors of the Corporation is increased and there is no public announcement
 by the Corporation naming all of the nominees for director or specifying the
 size of the increased Board of Directors at least 70 days prior to the first
 anniversary of the preceding years annual meeting, a stockholders notice required
 by this By-Law shall also be considered timely, but only with respect to
 nominees for any new positions created by such increase, if it shall be
 delivered to the Secretary at the principal executive offices of the
 Corporation not later than the close of business on the 10th day following
 the day on which such public announcement is first made by the Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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| | b. | Special Meetings of
 Stockholders. Only such business shall be conducted at a special meeting of
 stockholders as shall have been brought before the meeting pursuant to the
 Corporations notice of meeting. Nominations of persons for election to the
 Board of Directors may be made at a special meeting of stockholders at which
 directors are to be elected pursuant to the Corporations notice of meeting
 (a) by or at the direction of the Board of Directors or (b) provided that the
 Board of Directors has determined that directors shall be elected at such
 meeting, by any stockholder of the

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| |    | Corporation who is a
 stockholder of record at the time of giving of notice provided for in this
 By-Law, who shall be entitled to vote at the meeting and who complies with
 the notice procedures set forth in this By-Law. In the event the Corporation
 calls a special meeting of stockholders for the purpose of electing one or
 more directors to the Board of Directors, any such stockholder may nominate a
 person or persons (as the case may be), for election to such position(s) as
 specified in the Corporations notice of meeting, if the stockholders notice
 required by paragraph (a)(2) of this By-Law shall be delivered to the
 Secretary at the principal executive offices of the Corporation not earlier
 than the close of business on the 120th day prior to such special meeting and
 not later than the close of business on the later of the 90th day prior to
 such special meeting or the 10th day following the day on which public
 announcement is first made of the date of the special meeting and of the
 nominees proposed by the Board of Directors to be elected at such meeting. In
 no event shall the public announcement of an adjournment of a special meeting
 commence a new time period for the giving of a stockholders notice as
 described above.
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| | c. | General.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 1. | Only such persons who are
 nominated in accordance with the procedures set forth in this By-Law shall be
 eligible for serve as directors and only such business shall be conducted at
 a meeting of the stockholders as shall have been brought before the meeting
 in accordance with the procedures set forth in this By-Law. Except as
 otherwise required by law, the Officer presiding over such stockholders
 meeting shall have the power and duty to determine whether a nomination or
 any business proposed to be brought before the meeting was made or proposed,
 as the case may be, in accordance with the procedures set forth in this
 By-Law and, if any proposed nomination or business is not in compliance with
 this By-Law, to declare that such defective proposal or nomination shall be
 disregarded.
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 By-Law, public announcement shall mean disclosure in a press release
 reported by the Dow Jones New Service, Associated Press or comparable
 national news service or in a document publicly filed by the Corporation with
 the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of
 the Exchange Act.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 3. | Notwithstanding the
 foregoing provisions of this By-Law, a stockholder shall also comply with all
 applicable requirements of the Exchange Act and the rules and regulations thereunder
 with respect to the matters set forth in this By-Law. Nothing in this By-Law
 shall be deemed to affect any rights (i) of stockholders to request inclusion
 of proposals in the Corporations proxy statement pursuant to Rule 14a-8
 under the Exchange Act or (ii) of the holders of any series of Preferred
 Stock to elect directors under specified circumstances.                                                                                                                                                                                                                                                              
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ARTICLE II - DIRECTORS AND BOARD MEETINGS

Section 201. Management by Board of Directors.

The business and affairs of
the Corporation shall be managed by its Board of Directors. The Board of
Directors may exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute, regulation, the Articles of
Incorporation of these Bylaws directed or required to be exercised or done by
the stockholders.

Section 202. Procedure for Election of Directors; Required Vote.

Election of directors at all
meetings of the stockholders at which directors are to be elected shall be by
ballot, and, subject to the rights of the holders of any series of preferred
stock to elect directors under specified circumstances, the vote required for
election of a director by the stockholders shall, except in a contested
election, be the affirmative vote of a majority of the votes cast in favor of
or withheld from the election of a nominee at a meeting of stockholders by
stockholders present in person or by proxy and entitled to vote in the
election. In a contested election, directors shall be elected by a plurality of
the votes cast at a meeting of stockholders by the holder of shares present in
person or by proxy and entitled to vote in the election. An election shall be
considered contested if there are more nominees for election than positions on
the Board of Directors to be filled by election at the meeting.

In any non-contested
election of directors, any incumbent director nominee who receives a greater
number of votes cast withheld from his or her election than in favor of his or
her election shall immediately tender his or her resignation.

Section 203. Directors Must be Stockholders.

Every Director must be a
stockholder of the Corporation and shall own in his/her own rights the number
of shares (if any) required by law in order to qualify as such Director. The
Board of Directors shall establish share ownership guidelines with reasonable
transition periods to effect the intent of the preceding sentence. Any Director
shall forthwith cease to be a Director when he/she no longer holds such shares,
which fact shall be reported to the Board of Directors by the Secretary,
whereupon the Board of Directors shall declare the seat of such Directors
vacated.

Section 204. Eligibility and Mandatory Retirement.

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Commencing with the annual
meeting of the stockholders in 1987, no person shall be eligible to be newly
elected or appointed as a Director as he/she shall have attained the age of
seventy-two (72) years on or prior to the date of his/her election.
Notwithstanding the foregoing, the mandatory retirement provisions of this
section shall no apply retroactively to those Directors elected as Interim
Directors at the first meeting of the Board of Directors of the Corporation,
nor thereafter, should they desire to stand for re-election thereafter. Any
Director of this Corporation, with the exception of the Interim Directors as
specified above, who attains the age of seventy-two (72) years shall cease to
be a Director (without any action on his/her part) at the close of business on
the day prior to the date of the next stockholders meeting at which directors
are to be elected regardless of whether or not his/her term as a Director would
otherwise expire at such stockholders meeting. The Board of Directors may
designate one or more persons as honorary members of the Board. Such honorary
members may attend meetings of the Board but shall have no authority to vote.
Any Director of this Corporation who is an employee of the Corporation and/or
State Bank of Long Island and then ceases such employment, shall cease to be a
Director (without any action on his or her part) of the Corporation at the
close of business on the day prior to the date of the next stockholders
meeting at which directors are to be elected, subject to earlier resignation or
removal, regardless of whether or not his or her term as Director would
otherwise expire at such stockholders meeting.

Section 205. Number of Directors.

The Board of Directors shall
consist of not less than five (5) nor more than fifteen (15) stockholders, the
exact number to be fixed and determined from time to time by resolution of a
majority of the full Board of Directors or, subject to Section 108 of these
By-Laws, by resolution of the stockholders at any annual or special meeting
thereof.

Section 206. Term of Office.

Except as provided below,
each Director shall serve for a term ending on the date of the annual meeting
of stockholders following the annual meeting of stockholders at which such
Director was elected or the next annual meeting of stockholders after such
Director was appointed as a result of a newly created Directorship or to fill a
vacancy on the Board of Directors. Notwithstanding the foregoing, each Director
shall serve until his or her successor shall have been elected and shall
qualify, even though his or her term of office as herein provided has otherwise
expired, except in the event of his or her earlier death, resignation or
removal.

Subject to the provisions of
the Certificate of Incorporation and these Bylaws, Directors elected at the
2007, 2008 or 2009 annual meeting of stockholders shall serve for the remaining
term for which he or she was elected.

Section 207. Vacancies.

Except as otherwise required
by law, vacancies occurring on the Board, and any newly created Directorships
resulting from an increase in the number of directors, may be filled by the
affirmative vote of a majority of the Directors then in office. Each Director
so elected shall be a Director until his/her successor is elected by the
stockholders, who shall make such election at the next annual meeting of the
stockholders or at any special meeting duly called for that purpose and held
prior thereto.

Section 208. Quorum.

One third of the Board of
Directors shall constitute a quorum, but in no event may a quorum be
constituted by less than five (5) directors.

Section 209. Regular Meetings.

Regular meetings of the
Board of Directors shall be held on such day, at such hour, and at such place,
consistent with applicable law, as the Board shall from time to time designate
or as may be designated in any notice from the Secretary calling the meeting.
The Board of Directors shall meet for reorganization at the first regular
meeting following the annual meeting of stockholders at which the Directors are
elected. Notice need not be given of regular meetings of the Board of Directors
which are held at the time and place designated by the Board of Directors. If a
regular meeting is not to be held at the time and place designated by the Board
of Directors, notice of such meeting, which need not specify the business to be
transacted thereat and which may be either verbal or in writing, shall be given
by the Secretary to each member of the Board at least twenty-four (24) hours
before the time of the meeting.

Except as otherwise provided
herein, a majority of those directors present and voting at any meeting of the
Board of Directors, shall decide each matter considered. A director cannot vote
by proxy, or otherwise act by proxy, at a meeting of the Board of Directors.

Section 210. Special Meetings.

Special meetings of the
Board of Directors may be called by the Chairman of the Board or the Chief
Executive Officer, or in the absence of both, at the request of three or more
members of the Board of Directors. A special meeting of the Board of Directors
shall be deemed to be any meeting other than the regular meeting of the Board
of Directors. Notice of the time and

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place of every special
meeting, which need not specify the business to be transacted thereat and which
may be either verbal or in writing, shall be given by the Secretary to each
member of the Board (a) if by mail, at least seventy-two (72) hours or (b) if
by telecopy, facsimile, telegraph, cable or other recorded communications or
delivered personally or by telephone, not less than six hours before the time
of such meeting, excepting the Organization Meeting following the election of
Directors. Notices shall be given to each director at the addresses that he has
furnished to the Secretary as the address for such notices.

Waiver of Notice in writing
by any director of any special meeting of the Board or of any committee
thereof, whether prior or subsequent to such meeting, or attendance at such
meeting by any director, shall be equivalent to notice to such directors of
such meeting.

Section 211. Report and Records.

The reports of Officer and
Committees and the records of the proceedings of all Committees shall be filed
with the Secretary of the Corporation and presented to the Board of Directors,
if practicable, at its next regular meeting. The Board of Directors shall keep
complete records of its proceedings in a minute book kept for that purpose.
When a Director shall request it, the vote of each Director upon a particular
question shall be recorded in the minutes.

Section 212. Conduct of Meetings.

Meetings of the Board shall
be presided over by the Chief Executive Officer or such other director or
officer as the Board shall designate. The Secretary, or in his or her absence,
a person appointed by the Chief Executive Officer (or other presiding person),
shall act as secretary of the meeting. The Chief Executive Officer (or such
other presiding person) shall conduct all meetings of the Board in accordance
with the best interests of the Corporation and shall have the authority and
discretion to establish reasonable procedural rules for the conduct of Board
meetings. Any one or more directors may participate in a meeting of the Board
or a Committee of the Board by means of conference telephone or similar
communications equipment allowing all persons participating in the meeting to hear
each other at the same time. Participation by such means shall constitute
presence in person at such meeting.

Section 213. Non-Management Directors

At least two-thirds of the
Board shall consist of directors who are non-management and non-former management
of the Corporation (the Non-Management Directors or, individually, a
Non-Management Director).

ARTICLE III - COMMITTEES

Section 301. Committees.

The Committees of the Board
of Directors shall be established by the Board of Directors from time to time
at its discretion. The Board shall determine the purposes and powers of such
committees.

Section 302. Appointment of Committee Members.

The Board of Directors shall
elect the members of the Committees and the Chairman and Vice Chairman, if any,
of each such Committee to serve until the next annual meeting of stockholders.
No Director may serve as Chairman of the same Committee, other than the Audit
Committee, or a Committee with a similar purpose, for more than three (3)
consecutive years.

Section 303. Organization and Proceedings.

Each Committee of the Board
of Directors shall effect its own organization by the appointment of a
Secretary and such other Officers, except the Chairman and Vice Chairman, as it
may deem necessary. A record of proceedings of all Committees shall be kept by
the Secretary of such Committee and filed and presented as provided in Section
211 of these By laws.

ARTICLE IV - OFFICERS

Section 401. Officers.

The Board shall at each
annual meeting, elect a Chairman of the Board, a President, a Secretary and a
Treasurer. The Board may, at each annual meeting, elect a Chairman and such
other Officers and Assistant Officers as the Board of Directors may from time
to time deem advisable. Except for the Chairman of the Board, the President and
Secretary, the Board may refrain from filling any of the said offices at any
time and from time to time. Except as otherwise required by applicable law, the
same individual may hold any two (2) or more offices. The Officers shall be
elected by the Board of Directors at the time, in the manner and for such terms
as the Board of Directors from time to time shall determine. The Board shall
designate either the Chairman of the Board or the President as the Chief
Executive Officer and another Officer as the Chief Financial Officer. Any
Officer may be removed at any time, with or without cause, and regardless of
the term for which such Officer was elected, but

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without prejudice to any
contract right of such Officer. Each Officer shall hold his office for the
current year for which he was elected or appointed by the Board unless he shall
resign, becomes disqualified, or be removed at the pleasure of the Board of
Directors.

Section 402. Chairman of the Board.

The Board of Directors shall
elect a Chairman of the Board at the first regular meeting of the Board
following each annual meeting at which Directors are elected. The Chairman of
the Board shall be a member of the Board of Directors and shall perform such
duties as may be prescribed by the Board of Directors. The Chairman of the
Board may, but need not be, an officer of the Corporation.

Section 403. Chief Executive Officer.

The Chief Executive Officer
shall be so designated by the Board and shall also hold the title of Chairman
of the Board, and/or President. The Chief Executive Officer of the Corporation,
subject to the direction of the Board, shall be responsible for assuring that
the policy decisions of the Board are implemented as formulated. The Chief
Executive Officer shall be responsible, in consultation with such Officers or
members of the Board as he or she deems appropriate, for planning the growth of
the Corporation. The Chief Executive Officer shall be responsible for
shareholder relations, relations with investment bankers, other similar
financial institutions and financial advisors, and shall be empowered to
designate Officers of the Corporation and its subsidiaries to assist in such
activities. The Chief Executive Officer shall be principally responsible for
exploring opportunities for mergers, acquisitions and new business. The Chief
Executive Officer shall have the general supervision and direction of all of
the Corporations Officers, subject to and consistent with the policies
enunciated by the Board. The Chief Executive Officer shall be authorized to
sign instruments in the name of the Corporation. The Chief Executive Officer
shall have such other powers as may be assigned to such Officer by the Board or
its committees. The Chief Executive Officer shall be a member ex-officio, with
power to vote on all matters, of all committees of the Board, except the Audit
Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee, subject to the limitations prescribed by law and
applicable stock exchange listing requirements.

Section 404. President.

The President shall be a
member of the Board of Directors and shall be subject to the direction of the
Board. The President shall perform such duties as from time to time may be
assigned to him or her by these By-Laws or the Board. The President shall be a
member ex-officio, with power to vote on all matters, of all committees of the
Board, except the Audit Committee, the Compensation Committee and the
Nominating and Corporate Governance Committee, subject to the limitations
prescribed by law and applicable stock exchange listing requirements.

Section 405. Secretary.

The Secretary shall act
under the supervision of the President or such other Officers as the President
may designate. Unless the Board has elected a Secretary to the Board of
Directors, or unless a designation to the contrary is made at a meeting, the
Secretary shall attend all meetings of the Board of Directors and all meetings
of the stockholders and record all of the proceedings of such meetings in a book
to be kept for that purpose, and shall perform like duties for the standing
Committees when required by these By-laws or otherwise. The Secretary shall
give, or cause to be given, notice of all meetings of the stockholders and of
the Board of Directors. The Secretary shall keep a seal of the Corporation,
and, when authorized by the Board of Directors or the President, cause it to be
affixed to any documents and instruments requiring it. The Secretary shall
perform such other duties as may be prescribed by the Board of Directors,
President, or such other Supervising Officer as the President may designate.

Section 406. Treasurer.

The Treasurer shall act
under the supervision of the President or such other Officer as the President
may designate. The Treasurer shall have custody of the Corporations funds and
such other duties as may be prescribed by the Board of Directors, President or
such other Supervising Officer as the President may designate.

Section 407. Secretary to the Board of Directors.

The Secretary to the Board
of Directors shall attend all meetings of the Board of Directors and of the
Executive Committee and record all of the proceedings of such meetings, and
shall perform like duties for the committees of the Board when requested.

Section 408. General Powers.

The Officers are authorized
to do and perform such corporate acts as are necessary in the carrying on of
the business of the Corporation, subject always to the direction of the Board
of Directors.

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ARTICLE V - INDEMNIFICATION

Section 501. Mandatory Indemnification.

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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| | a. | The Corporation shall, to
 the full extent permitted by the New York Business Corporation Law, as
 amended from time to time (but, in the case of any such amendment, only to
 the extent that such amendment permits the Corporation to provide broader
 indemnification rights that said law permitted the Corporation to provide
 prior to such amendment) indemnify any person who was or is a party or is
 threatened to be made a party to any threatened, pending or completed action,
 suit or proceedings, whether civil, criminal, administrative or
 investigative, by reason of the fact that he/she is or was a director,
 officer or employee of the Corporation or any of its subsidiaries or was
 serving at the request of the Corporation as a director, officer, employee or
 agent of another corporation or of a partnership, joint venture, trust or
 other enterprise, including service with respect to employee benefit plans
 maintained or sponsored by the Corporation, against all expense, liability and
 loss (including attorneys fees, judgments, fines, ERISA excise taxes or
 penalties and amounts paid or to be paid in settlement) reasonably incurred
 or suffered by such person in connection therewith, and such indemnification
 shall continue as to a person who has ceased to be a director, officer,
 employee or agent and shall inure to the benefit of his or her heirs,
 executors and administrators; provided, however, that except as provided in
 paragraph (c) of this Section 501, the Corporation shall indemnify any such
 person seeking indemnification in connection with a proceeding (or part
 thereof) initiated by such person only if such proceeding (or part thereof)
 was authorized by the Board of Directors. Any right of indemnification so
 provided shall be a contract right and shall include the right to be paid by
 the Corporation the expenses incurred in defending any such proceeding in
 advance of its final disposition, such advances to be paid by the Corporation
 within 20 days after receipt by the Corporation of a statement or statements
 from the claimant requesting such advance or advances from time to time;
 provided, however, that if the New York Business Corporation Law requires,
 the payment of such expenses incurred by a director or officer in his or her
 capacity as a director or officer (and not in any other capacity in which
 service was or is rendered by such person while a director or officer,
 including, without limitation, service to any employee benefit plan) in
 advance of the final disposition of a proceeding shall be made only upon
 delivery to the Corporation of an undertaking by or on behalf of such
 director or officer to repay all amounts so advanced if it shall ultimately
 be determined that such director or officer is not entitled to be indemnified
 under this By-Law or otherwise.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | b. | To obtain indemnification
 under this By-Law, a claimant shall submit to the Corporation a written
 request, including therein or therewith such documentation and information as
 is reasonably available to the claimant and is reasonably necessary to
 determine whether and to what extent the claimant is entitled to
 indemnification. Upon written request by a claimant for indemnification
 pursuant to the first sentence of this paragraph (b), a determination, if
 required by applicable law, with respect to the claimants entitlement
 thereto shall be as follows: (1) if requested by the claimant, by Independent
 Counsel (as hereinafter defined), or (2) if no request is made by the
 claimant for a determination by Independent Counsel, (i) by the Board of
 Directors by a majority vote of a quorum consisting of Disinterested
 Directors (as hereinafter defined), or (ii) if a quorum of the Board of
 Directors consisting of Disinterested Directors is not obtainable or, even if
 obtainable, such quorum of Disinterested Directors so directs, by Independent
 Counsel in a written opinion to the Board of Directors, a copy of which shall
 be delivered to the claimant, or (iii) if a quorum of Disinterested Directors
 so directs, by the stockholders of the Corporation. In the event the
 determination of entitlement to indemnification is to be made by Independent
 Counsel at the request of the claimant, the Independent Counsel shall be
 selected by the Board of Directors unless there shall have occurred within
 two years prior to the date of the commencement of the action, suit or
 proceedings for which indemnification is claimed a Change of Control, in
 which case the Independent Counsel shall be selected by the claimant unless
 the claimant shall request that such selection be made by the Board of
 Directors. If it is so determined that the claimant is entitled to
 indemnification, payment to the claimant shall be made within 10 days after
 such determination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | c. | If a claim under paragraph
 (a) of this Section 501 is not paid in full by the Corporation within thirty
 days after a written claim pursuant to paragraph (b) of this By-Law has been
 received by the Corporation, the claimant may at any time thereafter bring
 suit against the Corporation to recover the unpaid amount of the claim and,
 if successful in whole or in part, the claimant shall be entitled to be paid
 also the expense of prosecuting such claim. It shall be a defense to any such
 action (other than an action brought to enforce a claim for expenses incurred
 in defending any proceeding in advance of its final disposition where the
 required undertaking, if any is required, has been tendered to the
 Corporation) that the claimant has not met the standard of conduct which
 makes it permissible under the New York Business Corporation Law for the
 Corporation to indemnify the claimant for the amount claimed, but the burden
 of proving such defense shall be on the Corporation. Neither the failure of
 the Corporation (including its Board of Directors, Independent Counsel or
 stockholders) to have made a determination prior to the commencement of such
 action that indemnification of the claimant is proper in the circumstances
 because he or she has met the applicable standard of conduct set forth in the
 New York Business Corporation Law, nor an actual determination by the
 Corporation (including its Board of Directors, Independent Counsel or
 stockholders) that the claimant has not met such applicable standard of
 conduct, shall be a defense to the action or create a presumption that the
 claimant has not met the applicable standard of conduct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
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| | d. | If a determination shall
 have been made pursuant to paragraph (b) of this Section 501 that the
 claimant is entitled to indemnification, the Corporation shall be bound by
 such determination in any judicial proceeding commenced pursuant to paragraph
 (c) of this Section 501.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
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| | e. | The Corporation shall be
 precluded from asserting in any judicial proceeding commenced pursuant to
 paragraph (c) of this Section 501 that the procedures and presumptions of
 this Section 501 are not valid, binding and enforceable and shall stipulate
 in such proceeding that the Corporation is bound by all the provisions of
 this By-Law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | f. | The right to
 indemnification and the payment of expenses incurred in defending a
 proceeding in advance of its final disposition conferred in this By-Law shall
 not be exclusive of any other right which any person may have or hereafter
 acquire under any statute, provision of the Certificate of Incorporation, By-Laws,
 agreement, vote of stockholders or Disinterested Directors or otherwise. No
 repeal or modification of this Section 501 shall in any way diminish or
 adversely affect the rights of any director, officer, employee or agent of
 the Corporation hereunder in respect of any occurrence or matter arising
 prior to any such repeal or modification.                                                                                                                                                                                                                   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | g. | The Corporation may
 maintain insurance, at its expense, to protect itself and any director,
 officer, employee or agent of the Corporation or another corporation,
 partnership, joint venture, trust or other enterprise against any expense,
 liability or loss, whether or not the Corporation would have the power to
 indemnify such person against such expense, liability or loss under the New
 York Business Corporation Law. To the extent that the Corporation maintains
 any policy or policies providing such insurance, each such director or
 officer, and each such agent or employee to which rights to indemnification
 have been granted as provided in paragraph (h) of this Section 501, shall be
 covered by such policy or policies in accordance with its or their terms to
 the maximum extent of the coverage thereunder for any such director, officer,
 employee or agent.   
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | h. | The Corporation may, to
 the extent authorized from time to time by the Board of Directors or the
 stockholders of the Corporation by resolution thereof, grant rights to
 indemnification, and rights to be paid by the Corporation the expenses
 incurred in defending any proceeding in advance of its final disposition, to
 any employee or agent of the Corporation to the fullest extent of the
 provisions of this Section 501 with respect to the indemnification and
 advancement of expenses of directors and officers of the Corporation, or to
 any directors or officers of the Corporation to the extent such rights are
 permitted by law and not available under this Section 501.                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | i. | If any provision or
 provisions of this Section 501 shall be held to be invalid, illegal or
 unenforceable for any reason whatsoever: (1) the validity, legality and
 enforceability of the remaining provisions of this Section 501 (including,
 without limitation, each portion of any paragraph of this Section 501
 containing any such provision held to be invalid, illegal or unenforceable,
 that is not itself held to be invalid, illegal or unenforceable) shall not in
 any way be affected or impaired thereby; and (2) to the fullest extent
 possible, the provisions of this Section 501 (including, without limitation,
 each such portion of any paragraph of this Section 501 containing any such
 provision held to be invalid, illegal or unenforceable) shall be construed so
 as to give effect to the intent manifested by the provision held invalid,
 illegal or unenforceable.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | j. | For purposes of this
 By-Law:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

| |  |  |    |                           |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |  | -- | ------------------------- | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | 1. | Change of Control means
| |  |  |    |                           |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |  |    |                           | A. | The acquisition by any
 individual, entity or group (within the meaning of Section 13(d)(3) or
 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange
 Act)) (a Person) of beneficial ownership (within the meaning of Rule 13d-3
 promulgated under the Exchange Act) of 20% or more of either (i) the then
 outstanding shares of the Corporations Common Stock or (ii) the combined
 voting power of the then outstanding voting securities of the Corporation
 entitled to vote generally in the election of directors (the Corporation
 Voting Securities); provided, however, that for purposes of this subsection
 (a), the following acquisitions shall not constitute a Change of Control; (i)
 any acquisition directly from the Corporation, (ii) any acquisition by the
 Corporation, (iii) any acquisition by any employee benefit plan (or related
 trust) sponsored or maintained by the Company or (iv) any acquisition
 pursuant to a transaction which complies with clauses (i), (ii) and (iii) of
 paragraph (C) of this Section 501(j)(1); or
| |  |  |    |                           |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |  |    |                           | B. | Individuals who, as of
 September 23, 1997, constitute the Board (the Incumbent Board) cease for
 any reason to constitute at least a majority of the Board; provided, however,
 that any individual becoming a director subsequent to September 23, 1997
 whose election, or nomination for election by the Corporations stockholders,
 was approved by a vote of at least a majority of the directors then
 comprising the Incumbent Board shall be considered as though such individual
 were a member of the Incumbent Board, but excluding, for this purpose, any
 such individual whose initial assumption of office occurs as a result of an
 actual or threatened election contest with respect to the election or removal
 of directors or other actual or threatened solicitation of proxies or
 consents by or on behalf of a Person other than the Board; or                                                                                                                                                                                                                  
| |  |  |    |                           |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |  |    |                           | C. | Consummation by the
 Corporation of a reorganization, merger or consolidation or sale or other
 disposition of all or substantially all of the assets of the Corporation or
 the acquisition of assets of another entity (a Business Combination), in
 each case, unless, following such Business Combination, (i) all or
 substantially all of the individuals and entities who were the beneficial
 owners, respectively, of the outstanding common stock and outstanding voting
 securities of the Corporation immediately prior to such Business Combination
 beneficially own, directly or indirectly, more than 60% of, respectively, the
 then outstanding shares of common stock and the combined voting power of the
 then outstanding voting securities entitled to vote                                                                                                                                                                                                                                                                                                         

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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   |    | generally in the election
 of directors, as the case may be, of the corporation resulting from such
 Business Combination (including, without limitation, a corporation which as a
 result of such transaction owns the Corporation or all or substantially all
 of the Corporations assets either directly or through one or more
 subsidiaries) in substantially the same proportions as their ownership,
 immediately prior to such Business Combination, of the Corporations
 outstanding common stock and outstanding voting securities, as the case may
 be, (ii) no Person (excluding any employee benefit plan (or related trust) of
 the Corporation or such corporation resulting from such Business Combination)
 beneficially owns, directly or indirectly, 20% or more of, respectively, the
 then outstanding shares of common stock of the corporation resulting from
 such Business Combination or the combined voting power of the then
 outstanding voting securities of such corporation except to the extent that
 such ownership existed prior to the Business Combination and (iii) at least a
 majority of the members of the board of directors of the corporation
 resulting from such Business Combination were members of the Incumbent Board
 at the time of the execution of the initial agreement, or of the action of
 the Board, providing for such Business Combination; or
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   | D. | Approval by the stockholders
 of the Corporation of a complete liquidation or dissolution of the
 Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                | 2. | Disinterested Director
 means a director of the Corporation who is not and was not a party to the
 action or proceeding in respect of which indemnification is sought by the
 claimant.                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                |    |                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                | 3. | Independent Counsel
 means a law firm, a member of a law firm, or an independent practitioner,
 that is experienced in matters of corporation law and shall include any
 person who, under the applicable standards of professional conduct then
 prevailing, would not have a conflict of interest in representing either the
 Corporation or the claimant in an action to determine the claimants rights
 under this By-Law.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | k. | Any notice, request or
 other communication required or permitted to be given to the Corporation
 under this By-Law shall be in writing and either delivered in person or sent
 by telecopy, telex, telegram, overnight mail or courier service, or certified
 or registered mail, postage prepaid, return receipt requested, to the
 Secretary of the Corporation and shall be effective only upon receipt by the
 Secretary.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                |    |                                                                                                                                                                                                                                                                                                                                                                                                                                   |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

ARTICLE VI - SHARES OF CAPITAL STOCK

Section 601. Certificates of Stock.

The shares of the
Corporations stock may be certificated or uncertificated, as provided under
the New York Business Corporation Law, and shall be entered in the books of the
Corporation and registered as they are issued. Any certificates representing
shares of stock shall be in such form as the Board of Directors shall
prescribe, certifying the number and class of shares of the stock of the
Corporation owned by the shareholder. Any certificates issued to any
shareholder of the Corporation shall bear the name of the Corporation and state
that it is organized under the laws of the State of New York, the name of the
shareholder, and the number and class (and the designation of the series, if
any) of the shares represented. Each certificate shall be signed either
manually or by facsimile, by (i) the President or a Vice President and (ii) by
the Secretary or an Assistant Secretary, and shall be sealed with the seal of
the Corporation or a facsimile thereof. If the person who signed a share
certificate, either manually or in facsimile, no longer holds office when the
certificate is issued, the certificate is nevertheless valid.

Within a reasonable time
after the issuance or transfer of uncertificated shares, the Corporation shall
send to the registered owner thereof a written notice that shall set forth the
name of the Corporation, that the Corporation is organized under the laws of
the State of New York, the name of the shareholder, the number and class (and
the designation of the series, if any) of the shares represented, and any
restrictions on the transfer or registration of such shares of stock imposed by
the Corporations articles of incorporation, these By-Laws, any agreement among
shareholders or any agreement between shareholders and the Corporation.

Section 602. Transfer of Stock.

Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession,
assignation or authority to transfer, the Corporation shall issue a new
certificate or evidence of the issuance of uncertificated shares to the
shareholder entitled thereto, cancel the old certificate and record the
transaction upon the Corporations books. Upon the surrender of any certificate
for transfer of stock, such certificate shall at once be conspicuously marked
on its face Cancelled and filed with the permanent stock records of the
Corporation.

Upon the receipt of proper
transfer instructions from the registered owner of uncertificated shares, such
uncertificated shares shall be cancelled, issuance of new equivalent
uncertificated shares or certificated shares shall be made to the shareholder
entitled thereto and the transaction shall be recorded upon the books of the
Corporation. If the Corporation has a transfer agent or registrar acting on its
behalf, the signature of any officer or representative thereof may be in
facsimile.

The Board of Directors may
appoint a transfer agent and one or more co-transfer agents and registrar and
one or more co-

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registrars and may make or
authorize such agent to make all such rules and regulations deemed expedient
concerning the issue, transfer and registration of shares of stock.

Section 603. Lost, Stolen or Destroyed Certificates.

Any person claiming a share
certificate to be lost, stolen or destroyed shall make an affidavit or
affirmation of the fact in such manner as the Board of Directors may require
and shall, if the Board of Directors so requires, give the Corporation a bond
of indemnity in form and amount, and with one or more sureties satisfactory to
the Board of Directors, as the Board of Directors may require, whereupon the
Corporation may issue (i) a new certificate or certificates of stock or (ii)
uncertificated shares in place of any certificate or certificates previously
issued by the Corporation alleged to have been lost, stolen or destroyed.

ARTICLE VII - GENERAL

Section 701. Fiscal Year.

The fiscal year of the
Corporation shall begin on the first (1st) day of January in each year and end
on the thirty first (31st) day of December in each year.

Section 702. Record Date.

The Board of Directors may
fix any time whatsoever not less than ten (10) nor more than fifty (50) days
prior to the date of any meeting of stockholders, or the date for the payment
of any dividend or distribution, or the date for the allotment of rights, or
the date when any change or conversion or exchange of shares will be made or
will go into effect, as a record date for the determination of the stockholders
entitled to notice of, or to vote at, any such meetings, or entitled to receive
payment of any such dividend or distribution, or to receive any such allotment
of rights, or to exercise the rights in respect to any such change, conversion
or exchange of shares.

Section 703. Emergency By Laws.

In the event of any
emergency resulting from a nuclear attack or similar disaster, and during the
continuance of such emergency, the following By Laws provisions shall be in
effect, notwithstanding any other provisions of the By Laws:

| |    |                                                                                                                                                                                                                                                     
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | A meeting of the Board of
 Directors or of any Committee thereof may be called by any Officer or
 Director upon one (1) hours notice to all persons entitled to notice whom,
 in the sole judgment of the notifier, it is feasible to notify;      
| |    |                                                                                                                                                                                                                                                     
| | 2. | The Director or Directors
 in attendance at the meeting of the Board of Directors or of any Committee
 thereof shall constitute a quorum; and                                                                                                       
| |    |                                                                                                                                                                                                                                                     
| | 3. | These By Laws may be
 amended or repealed, in whole or in part, by a majority vote of the Directors
 attending any meeting of the Board of Directors, provided such amendment or
 repeal shall only be effective for the duration of such emergency.

Section 704. Severability.

If any provision of these By
Laws is illegal or unenforceable as such, such illegality or unenforceability
shall not affect any other provision of these By Laws and such other provisions
shall continue in full force and effect.

ARTICLE VIII - AMENDMENT OR REPEAL

Section 801. Amendment or Repeal by the Board of Directors.

These By Laws may be amended
or repealed, in whole or in part, by a majority vote of members of the Board of
Directors at any regular or special meeting of the Board duly convened. Notice
need not be given of the purpose of the meeting of the Board of Directors at
which the amendment or repeal is to be considered.

Section 802. Recording Amendments and Repeals.

The text of all amendments
and repeals to these By Laws shall be attached to the By Laws with a notation
of the date and vote of such amendment or repeal.

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ARTICLE IX - APPROVAL OF AMENDED BY-LAWS AND RECORD OF
AMENDMENTS AND REPEALS

Section 901. Approval and Effective Date.

These Amended and Restated
By-laws have been approved as the By-laws of the Corporation this 23rd day of
September, 1997, and shall be effective as of said date.

Section 902. Amendments or Repeals.

|                                                                                          |  |                             |  |                                       
|----------------------------------------------------------------------------------------- |  | --------------------------- |  | --------------------------------------
|Section
 Involved                                                                         |  | Date
 Amended or 
 Repealed |  | Approved By                           
|                                                                                          |  |                             |  |                                       
|102, 103, 104, 105, 106,
 107, 108, 201, 202, 205, 207, 210, 401, 402, 403, 501, 502, 902 |  | September 23, 1997          |  | Board of Directors of the
 Corporation
|                                                                                          |  |                             | 
|                                                                                          |  |                             |  |                                       
|210, 401, 402, 403, 902                                                                   |  | April 29, 2003              |  | Board of Directors of the
 Corporation
|                                                                                          |  |                             |  |                                       
|                                                                                          |  |                             |  |                                       
|103, 105, 210, 212, 401,
 402, 403, 404, 601, 602, 603                                    |  | June 26, 2007               |  | Board of Directors of the
 Corporation
|                                                                                          |  |                             |  |                                       
|                                                                                          |  |                             |  |                                       
|202, 203, 204, 213, 302                                                                   |  | September 29, 2008          |  | Board of Directors of the
 Corporation
|                                                                                          |  |                             |  |                                       
|                                                                                          |  |                             |  |                                       
|202,                                                                                      |  | May 27, 2009                |  | Board of Directors of the
 Corporation
|                                                                                          |  |                             |  |                                       
|                                                                                          |  |                             |  |                                       
|206, 207                                                                                  |  | November 19, 2009           |  | Board of Directors of the
 Corporation

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