BY-LAWS


OF


THE
      WILBER CORPORATION


As
      Amended January 25, 2008











ARTICLE
      1


Definitions





In
      these Bylaws, and for all purposes
      hereof, unless there be something in the subject or context inconsistent
      therewith:





(a)           
      Corporation shall mean The Wilber Corporation.





(b)           
      Certificate of Incorporation shall mean the Corporation's Certificate of
      Incorporation as filed on July 30, 1928, together with any and all
      amendments and subsequent restatements thereto.





(c)           
      Board shall mean the Board of Directors of the Corporation.





(d)           
      Shareholders shall mean the shareholders of the Corporation.





(e)           
      Chairperson of the Board, Vice Chairperson of the Board, Chief Executive Officer
      (“CEO”), Chief Financial Officer (“CFO”), President, Executive Vice President,
      Senior Vice President, Vice President, Treasurer or Secretary, as the case
      may
      be, shall mean the person at any given time occupying the particular office
      with
      the Corporation.








ARTICLE
      2


Corporation
      Office





Section
      2.1             The
      Corporation shall have and continuously maintain in New York a registered office
      which may, but need not, be the same as its place of business and at an address
      to be designated from time to time by the Board.





Section
      2.2             The
      Corporation may also have offices at such other places as the Board of Directors
      may from time to time designate or the business of the Corporation may
      require.








ARTICLE
      3


Shareholders
      Meetings





Section
      3.1              All
      meetings of the shareholders shall be held at such time and place as may be
      fixed from time to time by the Board.


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Section
      3.2              A
      meeting of the shareholders shall be held annually for the election of directors
      and the transaction of other business at such hour and on such day as may be
      determined by the Board and designated in the notice of meeting.





Section
      3.3              A
      special meeting of the shareholders may be called at any time by the Chairperson
      of the Board, or in the Chairperson's absence the Vice Chairperson, if any,
      Chief Executive Officer, President, a majority of the Board, or by shareholders
      entitled to cast at least one-tenth of the votes which all shareholders are
      entitled to cast at the particular meeting. If such request is addressed to
      the
      Secretary, it shall be signed by the persons making the same and shall state
      the
      purpose or purposes of the proposed meeting. Upon receipt of any such request,
      it shall be the duty of the Secretary to call a special meeting of the
      shareholders to be held at a time, not less than 10 nor more than 60 days
      thereafter, as the Secretary may fix. If the Secretary shall neglect or refuse
      to issue such call within 5 days from the receipt of such request, the person
      or
      persons making the request may issue the call.





Section
      3.4             
Written notice of all meetings other than adjourned meetings of shareholders,
      stating the place, date and hour, and in case of special meetings of
      shareholders, the purpose thereof, shall be served upon, or mailed, postage
      prepaid, at least 10 days and not more than 60 days before such meeting, unless
      a greater period of notice is required by statute, to each shareholder entitled
      to vote, at such address as appears on the transfer books of the Corporation.
      Nevertheless, notice of any meeting of the shareholders shall not be required
      to
      be given to any shareholder who shall waive notice thereof as hereinafter
      provided in Article 33 of these Bylaws. Except when expressly required by law,
      notice of any adjourned meeting of the shareholders need not be given nor shall
      publication of notice of any annual meeting thereof be required.





Section
      3.5             
The items of business at all meetings of the shareholders shall be, insofar
      as
      applicable, as follows:





Call
      to
      order.





Proof
      of
      notice of meeting or of waiver thereof.





Appointment
      of inspectors of election, if necessary.





A
      quorum
      being present.





Reports.





Election
      of directors.





Other
      business specified in the notice of the meeting.





Voting.





Adjournment.


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Any
      items
      of business not referred to in the foregoing may be taken up at the meeting
      as
      the chairperson of the meeting shall determine.





No
      other
      business shall be transacted at any annual meeting of shareholders, except
      business as may be: (i) specified in the notice of meeting (including
      shareholder proposals included in the Corporation’s proxy materials under Rule
      14a-8 of Regulation 14A under the Securities Exchange Act of 1934), (ii)
      otherwise brought before the meeting by or at the direction of the Board, or
      (iii) a proper subject for the meeting which is timely submitted by a
      shareholder of the Corporation entitled to vote at such meeting who complies
      fully with the notice requirements set forth below.





For
      business to be properly submitted by a shareholder before any annual meeting
      under subparagraph (iii) above, a shareholder must give timely notice in writing
      of such business to the Secretary of the Corporation. To be considered timely,
      a
      shareholder’s notice must be received by the Secretary at the principal
      executive offices of the Corporation not less than 120 calendar days nor more
      than 150 calendar days before the date of the Corporation’s proxy statement
      released to shareholders in connection with the prior year’s annual
      meeting.





However,
      if no annual meeting was held in the previous year, or if the date of the
      applicable annual meeting has been changed by more than 30 days from the date
      contemplated at the time of the previous year’s proxy statement, a shareholder’s
      notice must be received by the Secretary not later than 60 days before the
      date
      the Corporation commences mailing of its proxy materials in connection with
      the
      applicable annual meeting.





A
      shareholder’s notice to the Secretary to submit business to an annual meeting of
      shareholders shall set forth: (i) the name and address of the shareholder,
      (ii)
      the number of shares of stock held of record and beneficially by such
      shareholder, (iii) the name in which all such shares of stock are registered
      on
      the stock transfer books of the Corporation, (iv) a representation that the
      shareholder intends to appear at the meeting in person or by proxy to submit
      the
      business specified in such notice, (v) a brief description of the business
      desired to be submitted to the annual meeting, including the complete text
      of
      any resolutions intended to be presented at the annual meeting, and the reasons
      for conducting such business at the annual meeting, (vi) any personal or other
      material interest of the shareholder in the business to be submitted, and (vii)
      all other information relating to the proposed business which may be required
      to
      be disclosed under applicable law. In addition, a shareholder seeking to submit
      such business at the meeting shall promptly provide any other information
      reasonably requested by the Corporation.





The
      chairperson of the meeting shall determine all matters relating to the efficient
      conduct of the meeting, including, but not limited to, the items of business,
      as
      well as the maintenance of order and decorum. The Chairperson shall, if the
      facts warrant, determine and declare that any putative business was not properly
      brought before the meeting in accordance with the procedures prescribed by
      this
      Section 3.5, in which case such business shall not be transacted.





Notwithstanding
      the foregoing provisions of this Section 3.5, a shareholder who seeks to have
      any proposal included in the Corporation’s proxy materials shall comply with the
      requirements of Rule 14a-8 under Regulation 14A of the Securities Exchange
      Act
      of 1934, as amended.


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ARTICLE
      4


Quorum
      of
      Shareholders





Section
      4.1              The
      presence, in person, or by proxy, of shareholders entitled to cast at least
      a
      majority of the votes which all shareholders are entitled to cast on the
      particular matter shall constitute a quorum for purposes of considering such
      matter and, unless otherwise provided by statute, the acts of such shareholders
      at a duly organized meeting shall be the acts of the shareholders. If, however,
      any meeting of shareholders cannot be organized because of lack of a quorum,
      those present in person, or by proxy, shall have the power, except as otherwise
      provided by statute, to adjourn the meeting to such time and place as they
      may
      determine, without notice other than an announcement at the meeting, until
      the
      requisite number of shareholders for a quorum shall be present in person, or
      by
      proxy. Except, that in the case of any meetings called for the election of
      directors, such meeting may be adjourned only for periods not exceeding 15
      days
      as the holders of a majority of the shares present in person, or by proxy,
      shall
      direct, and those who attend the second of such adjourned meetings, although
      less than a quorum, shall nevertheless constitute a quorum for the purpose
      of
      electing directors. At any adjourned meeting at which a quorum shall be present
      or so represented, any business may be transacted which might have been
      transacted at the original meeting if a quorum had been present. The
      shareholders present in person, or by proxy, at a duly organized meeting can
      continue to do business until adjournment, notwithstanding the withdrawal of
      enough shareholders to leave less than a quorum.








ARTICLE
      5


Voting
      Rights





Section
      5.1             
Except as may otherwise be provided by law or by the Certificate of
      Incorporation, at every shareholders’ meeting, every shareholder entitled to
      vote shall have the right to one vote for every share having voting power
      standing in his name on the books of the Corporation on the record date fixed
      for the meeting.





Section
      5.2              When
      a quorum is present at any meeting the voice vote of the holders of the majority
      of the stock having voting power, present in person, or by proxy, shall decide
      any questions brought before such meeting except as provided differently by
      law
      or by the Certificate of Incorporation.





Section
      5.3            
 The vote at any election for directors shall be by ballot.





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ARTICLE
      6


Proxies





Section
      6.1             
Every shareholder entitled to vote at a meeting of shareholders or to express
      consent or dissent to corporate action in writing without a meeting may
      authorize another person or persons to act for the shareholder by proxy. Every
      proxy, in a form acceptable to the inspectors, shall be executed in writing
      by
      the shareholder or his duly authorized attorney-in-fact and filed with the
      Secretary of the Corporation. A proxy, unless coupled with an interest, shall
      be
      revocable at will, notwithstanding any other agreement or any provision in
      the
      proxy to the contrary, but the revocation of a proxy shall not be effective
      until notice thereof has been received by the Secretary of the Corporation.
      No
      unrevoked proxy shall be valid after 11 months from the date of its
      execution.








ARTICLE
      7


Record
      Date





Section
      7.1             
The Board may fix a time, not more than 60 nor less than 10 days prior to the
      date of any meeting of shareholders, or (iii) not more than 60 days prior to
      the
      date fixed 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 go into effect, as a record date for the determination
      of
      the shareholders entitled to vote on matters brought before shareholders at
      any
      regular or special shareholders' meeting, to receive payment of any such
      dividend or distribution, or to receive any such allotment of rights, or to
      exercise the right in respect to any such change, conversion or exchange of
      shares. In such case, only such shareholders as shall be shareholders of record
      on the date so fixed shall be entitled to notice of, or to vote at, such meeting
      of to receive payment of such dividend or to receive such allotment of rights
      or
      to exercise such rights, as the case may be, notwithstanding any transfer of
      any
      shares on the books of the Corporation after any record date fixed as
      aforesaid.








ARTICLE
      8


Voting
      Lists





Section
      8.1              The
      Secretary having charge of the transfer books for shares of the Corporation
      shall make, not more than five days after the record date for each meeting
      of
      shareholders, a complete alphabetical list of the shareholders entitled to
      vote
      at the meeting with their addresses and the number of shares held by each,
      which
      list shall be kept on file at the registered office or principal place of
      business of the Corporation and shall be subject to inspection by any
      shareholder at any time during usual business hours on reasonable notice to
      the
      Corporation. Such list shall be produced at and kept open for inspection by
      any
      shareholder during the entire meeting. This shareholder list of the shares
      of
      the Corporation, or a duplicate thereof kept in this state, shall be prima
      facie
      evidence as to who are the shareholders entitled to exercise the rights of
      a
      shareholder.





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ARTICLE
      9


Inspectors
      of
      Election





Section
      9.1             
In advance of any meeting of shareholders, the Board may appoint one or more
      inspectors of election, who need not be shareholders to act at such meeting
      or
      any adjournment thereof. If inspectors of election are not so appointed, the
      person presiding at such meeting may, and on the request of any shareholder
      or
      his proxy shall, make such appointment at the meeting. If appointed at a meeting
      on the request of one or more shareholders or proxies, the majority of shares
      present and entitled to vote shall determine whether one or three inspectors
      are
      to be appointed. No person who is a candidate for office shall act as an
      inspector. The inspectors of election shall do all such acts as may be proper
      to
      conduct the election or vote, and such other duties as may be prescribed by
      statute, with fairness to all shareholders, and if requested by the Chairperson
      of the meeting or any shareholder or shareholder’s proxy, shall make a written
      report of any matter determined by them and execute a certificate of any fact
      found by them.  If there are three inspectors of election, the
      decision, act or certificate of a majority shall be the decision, act or
      certificate of all.








ARTICLE
      10


Directors





Section
      10.1            Unless
      otherwise specifically set forth in the Corporate Governance and Nominating
      Committee Charter or applicable law, any shareholder who intends to nominate
      or
      cause to have nominated any candidate for election to the Board (other than
      any
      candidate proposed by the Corporation’s Board) shall so notify the Secretary of
      the Corporation in writing not less than 14 days and not more than 50 days
      prior
      to any meeting of shareholders called for the election of directors, provided
      however, that if less than twenty-one (21) days’ notice of the meeting is given
      to shareholders, such nomination shall be delivered or mailed to the Secretary
      of the Corporation not later than the close of the seventh day following the
      day
      on which the notice of meeting was mailed.  Such notification shall
      contain the following information to the extent known to the notifying
      shareholders:





(a)
            The
                name and address of each proposed nominee:





(b)
            A
                statement of qualifications which should include age, principal
                occupation, general business knowledge and experience, specific skills
                such as an understanding of finance, and a listing of any other board
                memberships;





(c)
            The
                number of shares of the Corporation owned by each proposed nominee;





(d)
            The
                total number of shares that to the knowledge of the notifying shareholder
                will be voted for each proposed nominee;





(e)
            The
                name and residence address of the notifying shareholder; and


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(f)
            The
                number of shares of the Corporation owned by the notifying shareholder.





Any
      nomination for director not made in accordance with this section may be
      disregarded by the Chairperson of the meeting, and votes cast for each such
      nominee shall be disregarded by the inspectors of election.  In the
      event the same person is nominated by more than one shareholder, if at least
      one
      nomination for such person complies with this section, the nomination shall
      be
      honored and all votes cast for such nominee shall be counted.





Section
      10.2            The
      number of directors that shall constitute the whole Board of Directors shall
      be
      not less than five nor more than twenty-five and shall be set by the
      shareholders at the annual meeting. Within the foregoing limits, the Board
      of
      Directors may from time to time fix the number of directors but may not raise
      or
      lower by more than two (2) between any two (2) successive annual meetings of
      shareholders. Each Director shall be a citizen of the United States, a natural
      person over the age of 21 and shall not have attained the age of 70 prior to
      January 1st
      of the
      year of their election/re-election.  Additionally, during the term of
      office each director in their own name shall own and at all times retain $1,000
      aggregate market value of the Corporation's common stock.





Section
      10.3            The Board
      may declare vacant the office of a director if the director is declared of
      unsound mind by an order of court or convicted of a felony, if, within 30 days
      after notice of election, the director does not accept such office either in
      writing or by attending a meeting of the Board, or for any other proper cause,
      including but not limited to a material change in the director's qualifications
      or affiliations which gave rise to the director's nomination at time of
      election.





Section
      10.4            Any
      director of the Corporation may resign at any time by giving written notice
      of
      resignation to the Board or the Chairperson of the Board or the Secretary.
      Any
      such resignation shall take effect at the time specified therein, or if the
      time
      when it shall become effective shall not be specified therein, then it shall
      take effect immediately upon its receipt; and unless otherwise specified
      therein, the acceptance of such resignation shall not be necessary to make
      it
      effective.








ARTICLE
      11


Vacancies
      on Board of
      Directors





Section
      11.1            Vacancies
      on the Board of Directors, including vacancies resulting from an increase in
      the
      number of directors, may be filled by a majority vote of the remaining members
      of the Board of Directors. Each person so appointed shall be a director until
      the next annual meeting of the shareholders.





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ARTICLE
      12


Powers
      of Board of
      Directors





Section
      12.1            The business
      and affairs of the Corporation shall be managed by the Board as a formal body
      and through such committees as the Board may establish and which may exercise
      all such powers of the Corporation and do all such lawful acts and things as
      are
      not by statute, Certificate of Incorporation or these By-Laws directed or
      required to be exercised and done by the shareholders.





Section
      12.2           The Board shall
      have the power and authority to appoint an Executive Committee, an Audit
      Committee, a Compensation and Benefits Committee, a Corporate Governance and
      Nominating Committee and such other committees as may be deemed necessary by
      law, regulation or the Board for the efficient operation of the Corporation.
      The
      Executive Committee shall consist of the Chairperson of the Board, the Vice
      Chairperson of the Board, if any, the Chief Executive Officer, and at least
      three (3) independent directors. The Executive Committee shall meet at such
      time
      as may be fixed by the Board, or upon call of the Chairperson, Vice Chairperson
      or CEO. A majority of members of the Executive Committee shall have and may
      exercise the authority of the Board in the intervals between the meetings of
      the
      Board so far as may be permitted by law.








ARTICLE
      13


Meetings
      of the Board of
      Directors





Section
      13.1            An
      organizational meeting may be held immediately following the Annual Shareholders
      Meeting without the necessity of notice to the Directors to constitute a legally
      convened meeting, or the directors may meet at such time and place as may be
      fixed by either a notice or waiver of notice or consent signed by all of such
      directors.





Section
      13.2            Meetings
      of the Board shall be held at least four times a year at a time, date and place
      determined by the Board. Directors are expected to attend regularly scheduled
      Board and Committee meetings in person whenever possible. Attendance by
      teleconference is permitted at no more than 25% of the meetings, excepting
      attendance at the Executive Committee meetings from this requirement. In
      accordance with federal securities laws, members attending less than 75% of
      the
      aggregate number of Board meetings and meetings of Committees on which such
      director serves, either in person or by teleconference in a calendar year shall
      be cited in the following year's proxy.





Section
      13.3            Special
      meetings of the Board may be called by the Chairperson, Vice Chairperson or
      CEO
      on one day's notice to each director, either personally, by mail, or by
      telephone.





Section
      13.4            At all
      meetings of the Board, a majority of the Board shall constitute a quorum for
      the
      transaction of business, and the acts of the majority of the directors present
      at the meeting at which a quorum is present shall be the acts of the Board,
      except as may be otherwise specifically provided by statute, the Certificate
      of
      Incorporation or these By-Laws. If a quorum shall not be present at any meeting
      of the directors, the directors present may adjourn the meeting from


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time
      to
      time, without notice other than announcement at the meeting, until a quorum
      shall be present or as permitted herein.








ARTICLE
      14


Informal
      Action by the Board
      of Directors





Section
      14.1            If all the
      directors shall severally or collectively consent in writing or by telephone
      poll, ratified by a majority of the Board at their next meeting, to any action
      to be taken by the Corporation, such action shall be as valid a corporate action
      as though it had been authorized at a meeting of the Board of Directors.








ARTICLE
      15


Compensation
      of
      Directors





Section
      15.1            Directors
      shall receive a stated fee for their services or a fixed sum and expenses for
      attendance at regular, special and committee meetings, or any combination of
      the
      foregoing as may be determined from time to time by resolution of the Board.
      Board and committee chairpersons may be authorized by the Board to receive
      additional compensation and nothing contained herein shall be construed to
      preclude any director from serving the Corporation in any other capacity and
      receiving compensation therefore.








ARTICLE
      16


Officers





Section
      16.1            The officers
      of the Corporation shall be elected by the Board at its organizational meeting
      and may consist of a Chairperson and Vice Chairperson of the Board, a CEO,
      a
      President, a Chief Financial Officer, a Secretary and a Treasurer. The Board
      may
      also elect one or more Vice Presidents and such other officers and appoint
      such
      agents as it shall deem necessary. Each officer shall hold office for such
      term,
      shall have such authority and shall perform such duties as may from time to
      time
      be prescribed by the Board and in these By-Laws. Any two offices may be held
      by
      the same person unless prohibited by law.





Section
      16.2            The
      compensation of the CEO, President, and CFO shall be fixed by the Compensation
      and Benefits Committee of the Board.





Section
      16.3            The
      Board, upon the recommendation of the Corporate Governance and Nominating
      Committee, may remove any director pursuant to Section 10.3 hereof, officer,
      employee or agent elected or appointed, at any time and within the period,
      if
      any, for which such person was elected or employed whenever in the Board’s
      judgment it is to the best interest of the Corporation, and all persons shall
      be
      elected and employed subject to the provisions hereof.  If the office
      of any officer becomes vacant for any reason, the vacancy shall be filled by
      the
      Board.





Section
      16.4            The
      compensation of the officers of the Corporation may be fixed from time to time
      by the Board; provided, however, that the Board may delegate to the
      Compensation


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and
      Benefits Committee the power to fix or approve the compensation of any
      officers.  Any officer of the Corporation shall not be prevented from
      receiving compensation by reason of being also a director of the Corporation;
      but any such officer who shall also be a director shall not have any vote in
      the
      determination of the amount of compensation paid to such officer.








ARTICLE
      17


The
      Chairperson of the
      Board





Section
      17.1            The
      Chairperson of the Board shall preside at all meetings of the shareholders
      and
      the directors, except that the Chairperson may designate an Acting Chairperson
      to preside at the Annual Meeting. The Chairperson shall supervise the carrying
      out of the policies adopted or approved by the Board. The Chairperson shall
      have
      the specific powers conferred by these By-Laws and may exercise such further
      powers and duties as from time to time may be conferred upon or assigned to
      the
      Chairperson by the Board.








ARTICLE
      18


The
      Vice Chairperson of the
      Board





Section
      18.1            The Vice
      Chairperson of the Board, in the absence of or as appointed by the Chairperson
      of the Board, shall carry out the duties of the Chairperson with the specific
      power conferred upon the Chairperson by these By-Laws or as from time to time
      conferred upon or assigned by the Board.








ARTICLE
      19


The
      Chief Executive
      Officer





Section
      19.1            The
      CEO is the highest ranking officer of the Corporation and is ultimately
      responsible to assure that the Corporation and its employees comply with all
      aspects of applicable laws and regulations. The CEO shall be responsible for
      the
      establishment of strategic and financial objectives of the Corporation, in
      a
      manner which is consistent with Board philosophy, policy; communicating with
      the
      Board, and as appropriate with the President, on all decisions affecting the
      institution that must be made at a Board level. The CEO shall have the authority
      to execute bonds, mortgages and other contracts requiring a seal under the
      seal
      of the Corporation, except where required or permitted by law to be otherwise
      signed and executed and except where the signing and execution thereof shall
      be
      expressly delegated by the Board to some other officer or agent of the
      Corporation. The CEO shall be the official representative of the Corporation
      to
      all other banking related organizations and in conjunction with or in the
      absence of the Chairperson or Vice Chairperson have general and active
      management of the business of the Corporation; shall see that all orders and
      resolutions of the Board are put into effect, subject, however, to the right
      of
      the Board to delegate any specific powers, except such as may be by statute
      exclusively conferred on the Chairperson or Vice Chairperson, to any other
      officer or officers of the Corporation. The CEO provides direct management
      of
      key functions as appropriate and represents the institution in the community
      and
      the industry related activities.


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ARTICLE
      20


The
      President (Chief
      Operating Officer)


(if
      different from the
      CEO)





Section
      20.1            The
      President shall be the alternate official representative of the Corporation
      to
      all other banking related organizations. The President shall have general and
      active management of the business of the Corporation; shall see that all orders
      and resolutions of the Board and CEO are put into effect, subject, however,
      to
      the Board to delegate any specific powers, except such as may be by statute
      exclusively conferred on the President to any other officer or officers of
      the
      Corporation; shall execute bonds, mortgages and other contracts requiring a
      seal
      under the seal of the Corporation, except where required or permitted by law
      to
      be otherwise signed and executed and except where the signing and execution
      thereof shall be expressly delegated by the Board to some other officer or
      agent
      of the Corporation.








ARTICLE
      21


Chief
      Financial
      Officer





Section
      21.1            The CFO
      shall be responsible for directing the development and maintenance of the
      Corporation’s financial plans and policies; monitoring the Corporation’s
      performance against the established financial plan; directing the preparation
      of
      various financial reports for review by management and the Board.  The
      CFO shall assure internal control systems are sufficient to protect the assets
      of the Corporation and in compliance with regulatory and GAAP
      standards.  Additionally, the CFO shall assist in setting the
      strategic direction of the Corporation; develop and implement capital management
      strategies, stock liquidity and stock listing plans; and assure regulatory
      reporting requirements are completed in a timely and accurate manner.








ARTICLE
      22


The
      Vice Presidents





Section
      22.1            Each Executive
      and Senior Vice Presidents shall perform all such duties as from time to time
      may be assigned by the Board or the CEO or President. Each Vice President shall
      perform all such duties as from time to time may be assigned by the Board or
      the
      CEO or the President or an Executive or a Senior Vice President. Any Vice
      President may sign certificates representing shares of stock of the Corporation
      pursuant to the provisions of Section 27.1 of these Bylaws.





ARTICLE
      23


The
      Secretary





Section
      23.1            The
      Secretary shall attend all meetings of the Board and of the shareholders and
      keep accurate records thereof in one of more minute books kept for that purpose;
      shall give, or cause to be given, the required notice of all meetings of the
      shareholders, of the Board and special meetings of the Executive Committee;
      shall keep in safe custody the corporate seal of the Corporation, and affix
      the
      same to any instrument requiring it, and when so


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fixed,
      it
      shall be attested by his signature or the signature of the Treasurer or an
      Assistant Secretary or Assistant Treasurer; shall maintain control of the stock
      certificate books and stock ledgers of the Corporation, in which shall be
      recorded all stock issues, transfers, the dates of same, the names and addresses
      of all shareholders and the number of shares held by each; shall, when
      necessary, cause to be prepared  new certificates upon the transfer of
      shares and surrender the old certificates; shall cancel such surrendered
      certificates; and shall perform such other duties as may be assigned to the
      Secretary by the Board, the CEO, or the President.








ARTICLE
      24


The
      Treasurer





Section
      24.1            The Treasurer
      shall have the custody of the corporate funds and securities; shall keep full
      and accurate accounts of receipts and disbursements in books belonging to the
      Corporation; shall deposit all monies and other valuable effects in the name
      and
      to the credit of the Corporation in such depositories as shall be designated
      by
      the Board; shall disburse the funds of the Corporation as may be ordered by
      the
      Board, taking proper vouches for such disbursements; shall render to the Board,
      or whenever they may require it, an account of all his transactions as Treasurer
      and of the financial condition of the Corporation; and shall have the right
      to
      affix the corporate seal to any instrument requiring it, and to attest to the
      same by his signature; shall perform such other duties as may be assigned to
      him
      by the Board or the (CEO); and if so required by the Board, he shall give bond
      in such sum and with such surety as the Board may from time to time
      direct.








ARTICLE
      25


Assistant
      Officers





Section
      25.1            Each
      assistant officer shall assist in the performance of the duties of the officer
      whom the officer is assisting and shall perform such officer’s duties in the
      absence of the officer.  The assisting officer shall perform such
      additional duties as the Board, CEO, the President or the officer to whom the
      officer is assisting may from time to time assign.  Such officers may
      be given such functional titles as the Board shall from time to time
      determine.








ARTICLE
      26


Indemnification
      of Directors
      and Officers





The
      Corporation shall, to the fullest
      extent permitted by applicable law as in effect at any time, indemnify any
      person made, or threatened to be made, a party to an action or proceeding
      whether civil or criminal (including an action or proceeding by or in the right
      of the Corporation or any other corporation of any type or kind, domestic or
      foreign, or any partnership, joint venture, trust, employee benefit plan or
      other enterprise, for which any director or officer of the Corporation served
      in
      any capacity at the request of the Corporation), by reason of the fact that
      such
      person or such person’s testator or intestate was a director or officer of the
      Corporation, or served such other corporation, partnership, joint venture,
      trust, employee benefit plan or other enterprise in any capacity, against
      judgments, fines, amounts paid in settlement and reasonable expenses,
      including


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attorney’s
      fees actually and necessarily incurred as a result of such action or proceeding,
      or any appeal therein.  Such indemnification shall be a contract right
      and shall include the right to be paid advances of any expenses incurred by
      such
      person in connection with such action, suit or proceeding, consistent with
      the
      provisions of applicable law in effect at any time.  Indemnification
      shall be deemed to be permitted within the meaning of the first sentence hereof
      if it is not expressly prohibited by applicable law as in effect at the
      time.








ARTICLE
      27


Certificate
      of Shares





Section
      27.1           The shares
      of the Corporation shall be represented by certificates, or shall be
      uncertificated shares. Each owner of stock of the Corporation shall be entitled
      to have a certificate, in such form as shall be approved by the Board,
      certifying the number of shares of stock of the Corporation owned. To the extent
      that shares are represented by certificates, such certificates of stock shall
      be
      signed in the name of the Corporation by the CEO or the President or a Board
      authorized Vice President and by the Secretary or CFO and sealed with the seal
      of the Corporation (which seal may be a facsimile, engraved or printed);
      provided, however, that where any such certificate is signed by a registrar,
      other than the Corporation or its employee, the signatures of the CEO, the
      President, the Secretary, the CFO and transfer agent or a transfer clerk acting
      on behalf of the Corporation upon such certificates may be facsimiles, engraved
      or printed. In case any officer, transfer agent or transfer clerk acting on
      behalf of the Corporation ceases to be such officer, transfer agent, or transfer
      clerk before such certificates shall be issued, they may nevertheless be issued
      by the Corporation with the same effect as if they were still such officer,
      transfer agent or transfer clerk at the date of their issue.





Section
      27.2           There shall be
      kept at the office of the Corporation correct books of account of all its
      business and transactions, minutes of the proceedings of shareholders, Board,
      and Executive Committee, and a book to be known as the record of shareholders,
      containing the names and addresses of all persons who are shareholders, the
      number of shares of stock held, and the date when the shareholder became the
      owner of record thereof.





Section
      27.3          Transfers of shares
      of stock of the Corporation shall be made on the record of shareholders of
      the
      Corporation only upon authorization by the registered holder thereof, or by
      an
      attorney thereunto authorized by power of attorney duly executed and filed
      with
      the Secretary or with a transfer agent or transfer clerk, and on surrender
      of
      the certificate or certificates for such shares properly endorsed, provided
      such
      shares are represented by a certificate, or accompanied by a duly executed
      stock
      transfer power and the payment of all taxes thereon. The person in whose names
      shares of stock shall stand on the record of shareholders of the Corporation
      shall be deemed the owner thereof for all purposes as regards the Corporation.
      Whenever any transfers of shares shall be made for collateral security and
      not
      absolutely and written notice thereof shall be given to the Secretary or to
      such
      transfer agent or transfer clerk, such fact shall be stated in the entry of
      the
      transfer.





Section
      27.4           The Board may
      make such additional rules and regulations as it may deem expedient, not
      inconsistent with these By-laws, concerning the issue, transfer and registration
      of certificated or uncertificated shares of stock of the Corporation. It may
      appoint, or


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authorize
      any officer or officers to appoint, one or more transfer agents or one or more
      transfer clerks and one or more registrars and may require all certificates
      of
      stock to bear the signature or signatures of any of them.





Section
      27.5           The holder of any
      certificate representing shares of stock of the Corporation shall immediately
      notify the Corporation of any loss, destruction or mutilation of such
      certificate, and the Corporation may issue a new certificate of stock in the
      place of any certificate theretofore issued by it which the owner thereof shall
      allege to have been lost or destroyed or which shall have been mutilated, and
      the Corporation may, in its discretion, require such owner or the owner’s legal
      representatives to give to the Corporation a bond in such sum, limited or
      unlimited, and in such form and with such surety or sureties as the Board in
      its
      absolute discretion shall determine, to indemnify the Corporation against any
      claim that may be made against it on account of the alleged loss or destruction
      of any such certificate, or the issuance of such new certificate. Anything
      to
      the contrary notwithstanding, the Corporation, in its absolute discretion,
      may
      refuse to issue any such new certificate, except pursuant to legal proceedings
      under the laws of the State of New York.





Section
      27.6           The record of
      shareholders and minutes of the proceedings of shareholders shall be available
      for inspection, within the limits and subject to the conditions and restrictions
      prescribed by applicable law.








ARTICLE
      28


Dividends





Section
      28.1            The Board
      may, from time to time, at any duly convened regular or special meeting or
      by
      unanimous consent in writing, declare and pay dividends both regular and special
      upon the outstanding shares of capital stock of the Corporation in cash,
      property or shares of the Corporation, so long as any dividend shall not be
      in
      violation of law, rule, regulation or the Certificate of Incorporation.





Section
      28.2            Before
      payment of any dividends, there may be satisfied out of any funds of the
      Corporation available for dividends such sum or sums as the Board from time
      to
      time, in its absolute discretion, deems proper as a reserve fund to meet
      contingencies, or for equalizing dividends, or for repairing or maintaining
      any
      property of the Corporation, or for such other purposes as the Board shall
      believe to be for the best interest of the Corporation, and the Board of
      Directors may reduce or abolish any such reserve in the manner in which it
      was
      created.








ARTICLE
      29


Financial
      Report to
      Shareholders





Section
      29.1            The CEO, the
      President, and/or the CFO as official representatives of the Board shall present
      at each Annual Meeting of the Shareholders a full and complete statement of
      the
      business and affairs of the Corporation for the preceding year.


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Section
      29.2           Unless
      otherwise required by applicable law, the Board shall employ an independent
      public or certified public accountant or firm of such accountants who shall
      act
      as auditors in making examinations of the consolidated financial statements
      of
      the Corporation and its subsidiaries in accordance with generally accepted
      auditing standards. The auditors shall certify that the annual financial
      statements are prepared in accordance with generally accepted accounting
      principles, and shall report on such financial statements to the shareholders
      and directors of the Corporation.








ARTICLE
      30


Checks
      and Notes





Section
      30.1            All
      checks or demands for money and notes of the Corporation shall be signed by
      such
      officer or officers or such other person or persons as the Board, the CEO or
      President may from time to time designate.





Section
      30.2            All
      agreements, indentures, mortgages, deeds, conveyances, transfers, certificates,
      declarations, receipts, discharges, releases, satisfactions, settlements,
      petition, schedules, accounts, affidavits, bonds, undertakings, proxies and
      other instruments and documents may be signed, executed, acknowledged, verified,
      delivered and accepted, including those in connection with the fiduciary powers
      of the Corporation, shall be signed on behalf of the Corporation by the CEO,
      the
      President or other persons as may be designated by either or the Board.








ARTICLE
      31


Fiscal
      Year





Section
      31.1            The fiscal
      year of the Corporation shall be the calendar year.








ARTICLE
      32


Seal





Section
      32.1            The
      corporate seal shall have inscribed thereon the name of the Corporation and
      the
      year of its organization. Said seal may be used by causing it or a facsimile
      thereof to be impressed or affixed or in any manner reproduced.








ARTICLE
      33


Notices
      and Waivers Thereof
      and Record Date





Section
      33.1            Whenever,
      under the provisions of law or of the Certificate of Incorporation or of these
      By-Laws, written notice is required to be given to any person, it may be given
      to such person either personally or by sending a copy thereof through the mail,
      charges prepaid, to the person's address appearing on the books or records
      of
      the Corporation or supplied by the person to the Corporation for the purpose
      of
      notice. If the notice is sent by mail, it shall be


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deemed
      to
      have been given to the person entitled thereto when deposited in the United
      States Mail for delivery to such person.  Such notice shall specify
      the place, day and hour of the meeting and, in the case of a special meeting
      of
      shareholders, the general nature of the business to be transacted.





Section
      33.2           Any written
      notice required to be given to any person may be waived in writing, signed
      by
      the person entitled to such notice whether before or after the time stated
      therein. Attendance of any person entitled to notice, whether in person or
      by
      proxy, at any meeting shall constitute a waiver of notice of such meeting,
      except where any person attends a meeting for the express purpose of objecting
      to the transaction of any business because the meeting was not lawfully called
      or convened. Where written notice is required of any meeting, the waiver thereof
      must specify the purpose only if it is for a special meeting of
      shareholders.





Section
      33.3           The Board shall
      fix a time not exceeding 60 nor less than 10 days prior to the date then fixed
      for the holding of any meeting of the shareholders or prior to the last day
      on
      which the consent or dissent of the shareholders may be effectively expressed
      for any purpose without a meeting, as the time as of which the shareholders
      entitled to notice of and to vote at such meeting or whose consent or dissent
      is
      required or may be expressed for any purpose, as the case may be, shall be
      determined, and all persons who were holders of record of voting stock at such
      time, and no others, shall be entitled to notice of and to vote at such meeting
      or to express their consent or dissent, as the case may be. The Board may fix
      a
      time not exceeding 60 days preceding the date fixed for the payment of any
      dividend or the making of any distribution or the allotment of rights to
      subscribe for securities of the Corporation, or for the delivery of evidences
      of
      rights or evidences of interests arising out of any change, conversion or
      exchange of capital stock or other securities, as the record date for the
      determination of the shareholders entitled to receive any such dividend,
      distribution, allotment, rights or interests, and in such case only the
      shareholders of record at the time so fixed shall be entitled to receive such
      dividend, distribution, allotment, rights or interests.








ARTICLE
      34


Amendments





Section
      34.1            These
      Bylaws may be amended or repealed or new Bylaws may be adopted by the
      shareholders at any annual or special meeting, if the notice thereof mentions
      that amendment or repeal of the adoption of new Bylaws is one of the purposes
      of
      such meeting. These Bylaws, subject to the laws of the State of New York, may
      also be amended or repealed or new Bylaws may be adopted by the affirmative
      vote
      of a majority of the Board given at any meeting, if the notice thereof mentions
      that amendment or repeal or the adoption of new Bylaws is one of the purposes
      of
      such meeting.









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