AMENDED AND RESTATED BYLAWS

                                       OF

                               STATE BANCORP, INC.

      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 by the Chairman of the Board or 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").

            Section 104. Notice of the Meetings.

            (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.

            (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.
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            Section 105. Conduct of Stockholders' Meetings; Adjournment.

            (a) The Chairman of the Board shall preside at all stockholders'
meetings. In the absence of the Chairman of the Board, the President shall
preside or, in his/her absence, the Vice Chairman of the Corporation. 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.

            (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.

            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.

            (a) Annual Meetings of Stockholders.

                  (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 


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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.

                  (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.

            (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
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 ByLaw. 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.

            (c) General.

                  (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 


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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.

                  (2) For purposes of this 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.

                  (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.

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, a
plurality of the votes cast thereat shall elect directors.

      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. 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.


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      Section 204. Eligibility and Mandatory Retirement. 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.

      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. Classification of Directors. The Directors shall be divided
into three (3) classes, as nearly equal in number as possible, known as Class 1,
consisting of not more than five (5) Directors; Class 2, consisting of not more
than five (5) Directors; and Class 3, consisting of not more than five (5)
Directors. The initial Directors of Class 1 shall serve until the first (1st)
annual meeting of the stockholders. At the first (1st) annual meeting of the
stockholders, the Directors of Class 1 shall be elected or a term of three (3)
years, and after expiration of such term, shall thereafter be elected every
three (3) years for three (3) year terms. The initial Directors of Class 2 shall
serve until the second (2nd) annual meeting of stockholders. At the second (2nd)
annual meeting of the stockholders, the Directors of Class 2 shall be elected
for a term of three (3) years and, after the expiration of such term, shall
thereafter be elected every three (3) years for three (3) year terms. The
initial Directors of Class 3 shall serve until the third (3rd) annual meeting of
stockholders. At the third (3rd) annual meeting of stockholders, the Directors
of Class 3 shall be elected for a term of three (3) years and, after the
expiration of such term, shall thereafter be elected every three (3) years for
three (3) year terms. Each Director shall serve until his/her successor shall
have been elected and shall qualify, even though his/her term of office as
herein provided has 


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otherwise expired, except in the event of his/her earlier resignation, removal
or disqualification.

      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. Any Director elected to fill a vacancy
in the Board of Directors shall become a member of the same Class of Directors
in which the vacancy existed; but if the vacancy is due to an increase in the
number of Directors a majority of the members of the Board of Directors shall
designate such directorship as belonging to Class 1, Class 2 or Class 3 so as to
maintain the three (3) classes of Directors as nearly equal in number as
possible. 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 in his absence, by the Vice
Chairman of the Board, or in the absence of both, by the President, or 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


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meeting of the Board of Directors. Notice of the time and 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.

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.

      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 Officers of the Corporation shall be a
Chairman, a Vice Chairman of the Board, a President, a Vice Chairman of the
Corporation, a Secretary, a Treasurer, and such 


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other Officers and Assistant Officers as the Board of Directors may from time to
time deem advisable. Except for 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. Any Officer may be removed at any time, with or
without cause, and regardless of the term for which such Officer was elected,
but 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, Vice 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 of stockholders at which Directors are
elected. The Chairman of the Board shall be a member of the Board of Directors
and shall preside at the meetings of the Board and perform such other duties as
may be prescribed by the Board of Directors.

The Vice Chairman of the Board shall exercise the powers and perform the duties
of the Chairman of the Board during his absence or inability to act and shall
perform such other duties as may be assigned to him from time to time by the
Board of Directors.

      Section 403. President. The President shall have general supervision of
all of the departments and business of the Corporation and shall prescribe the
duties of the other Officers and Employees and see to the proper performance
thereof. The President shall be responsible for having all orders and
resolutions of the Board of Directors carried into effect. The President shall
execute on behalf of the Corporation and may affix or cause to be affixed a seal
to authorized documents and instruments requiring such execution, except to the
extent that signing and execution thereof shall have been delegated to some
other Officer or Agent of the Corporation by the Board of Directors or by the
President. The President shall be a member of the Board of Directors. In the
absence or disability of the Chairman or Vice Chairman of the Board or their
refusal to act, the President shall preside at meetings of the Board. In
general, the President shall perform all the duties and exercise all the powers
and authorities incident to such office or as prescribed by the Board of
Directors.

      Section 404. 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


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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 405. 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 406. 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 407. 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.

ARTICLE V. INDEMNIFICATION.

      Section 501. Mandatory Indemnification. (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) 


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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 


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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.

            (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.

            (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 


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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:


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<PAGE>

            (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 __, 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 __, 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
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 


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<PAGE>

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. Authority to Sign Share Certificates. Every share certificate
of the Corporation shall be signed by the President and by the Secretary or one
of the Assistant Secretaries. Certificates may be signed by a facsimile
signature of the President and the Secretary or one of the Assistant Secretaries
of the Corporation.

      Section 602. Lost of Destroyed Certificates. Any person claiming a share
certificate to be lost, destroyed or wrongfully 


                                       15
<PAGE>

taken shall receive a replacement certificate if such person shall have: (a)
requested such replacement certificate before the Corporation has notice that
the shares have been acquired by a bona fide purchaser; (b) provided the
Corporation with an indemnity agreement satisfactory in form and substance to
the Board of Directors, or the President or the Secretary; and (c) satisfied any
other reasonable requirements (including providing an affidavit and a surety
bond) fixed by the Board of Directors, or the President or the Secretary.

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:

      (a) 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;

      (b) The Director or Directors in attendance at the meeting of the Board of
Directors or of any Committee thereof shall constitute a quorum; and

      (c) 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 


                                       16
<PAGE>

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.

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.



                                   --------------------------------------
                                          GERALD P. ROSENBERG


      Section 902. Amendments or Repeals.


                              Date Amended
Section Involved              or Repealed             Approved By
----------------              -----------             -----------

102, 103, 104, 105,      September 23, 1997           Board of Directors
106, 107, 108, 201,                                   of the Corporation
202, 205, 207, 210,
401, 402, 403, 501,
502, 902


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