JSB FINANCIAL, INC.

                                     BY-LAWS

                            ARTICLE I - STOCKHOLDERS
                            ------------------------

Section 1.  Annual Meeting.

An Annual meeting of the stockholders,  for the election of Directors to succeed
those whose terms expire and for the  transaction  of such other business as may
properly come before the meeting, shall be held at such place, on such date, and
at such time as the Board of Directors  shall each year fix, which date shall be
within thirteen (13) months subsequent to the later of the date of incorporation
or the last annual meeting of stockholders.

Section 2.  Special Meetings.

Subject to the rights of the holders of any class or series of  preferred  stock
of the  Corporation,  special meetings of stockholders of the Corporation may be
called by the Board of Directors  pursuant to a resolution adopted by a majority
of the total number of Directors which the Corporation  would have if there were
no vacancies on the Board of Directors (hereinafter the "Whole Board") or by the
Chief Executive Officer of the Corporation.

Section 3.   Notice of Meetings.

Written notice of the place,  date, and time of all meetings of the stockholders
shall be given,  not less than ten (10) nor more than sixty (60) days before the
date on which the meeting is to be held, to each stockholder entitled to vote at
such meeting,  except as otherwise  provided herein or required by law (meaning,
here and  hereinafter,  as required  from time to time by the  Delaware  General
Corporation Law or the Certificate of Incorporation of the Corporation).

When a meeting is adjourned to another place, date or time,  written notice need
not be given of the  adjourned  meeting if the place,  date and time thereof are
announced at the meeting at which the adjournment is taken;  provided,  however,
that if the date of any  adjourned  meeting is more than  thirty (30) days after
the date for which the meeting was originally  noticed,  or if a new record date
is fixed for the adjourned meeting,  written notice of the place, date, and time
of adjourned  meeting  shall be given in conformity  herewith.  At any adjourned
meeting,  any business may be transacted which might have been transacted at the
original meeting.

Section 4.  Quorum.

At any  meeting of the  stockholders,  the  holders of a majority  of all of the
shares of the stock  entitled  to vote at the  meeting,  present in person or by
proxy,  shall  constitute  a quorum  for all  purposes,  unless or except to the
extent  that the  presence of a larger  number may be  required by law.  Where a
separate  vote by a class or classes is  required,  a majority  of the shares of
such class or classes present in person or represented by proxy shall constitute
a quorum entitled to take action with respect to that vote on that matter.

If a quorum shall fail to attend any meeting, the chairman of the meeting or the
holders of a majority of the shares of stock  entitled to vote who are  present,
in person or by proxy, may adjourn the meeting to another place, date, or time.


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If a notice of any  adjourned  special  meeting of  stockholders  is sent to all
stockholders  entitled to vote thereat,  stating that it will be held with those
present  constituting a quorum,  then except as otherwise required by law, those
present at such  adjourned  meeting shall  constitute a quorum,  and all matters
shall be determined by a majority of the votes cast at such meeting.

Section 5.  Organization.

Such person as the Board of Directors may have  designated or, in the absence of
such a person,  the Chief Executive Officer of the Corporation or, in his or her
absence, such person as may be chosen by the holders of a majority of the shares
entitled to vote who are present, in person or by proxy, shall call to order any
meeting of the stockholders  and act as chairman of the meeting.  In the absence
of the Secretary of the Corporation,  the secretary of the meeting shall be such
person as the chairman appoints.

Section 6.  Conduct of Business.

(a) The chairman of any meeting of  stockholders  shall  determine  the order of
business and the  procedure at the meeting,  including  such  regulation  of the
manner of voting and the conduct of discussion as seem to him or her in order.

(b) At any  annual  meeting of the  stockholders,  only such  business  shall be
conducted  as shall  have  been  brought  before  the  meeting  (i) by or at the
direction  of  the  Board  of  Directors  or  (ii)  by  any  stockholder  of the
Corporation  who is entitled to voted with respect thereto and who complies with
the  notice  procedures  set forth in this  Section  6(b).  For  business  to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely a stockholder's  notice must be delivered or mailed to and received
at the principal  executive offices of the Corporation not less than thirty (30)
days prior to the date of the annual  meeting;  provided,  however,  that in the
event that less than forty (40) days' notice or prior public  disclosure  of the
date of the meeting is given or made to stockholders,  notice by the stockholder
to be timely must be  received  not later than the close of business on the 10th
day following the day on which such notice of the date of the annual meeting was
mailed  or such  public  disclosure  was  made.  A  stockholder's  notice to the
Secretary shall set forth as to each matter such  stockholder  proposes to bring
before the annual meeting (i) a brief  description of the business desired to be
brought before the annual  meeting and the reasons for conducting  such business
at the  annual  meeting,  (ii) the  name  and  address,  as they  appear  on the
Corporation's books, of the stockholder proposing such business, (iii) the class
and number of share of the  Corporation's  capital  stock that are  beneficially
owned by such stockholder and (iv) any material  interest of such stockholder in
such  business.  Notwithstanding  anything in these By-laws to the contrary,  no
business  shall be brought  before or conducted at an annual  meeting  except in
accordance  with  the  provisions  of this  Section  6(b).  The  Officer  of the
Corporation or other person  presiding  over the annual  meeting  shall,  if the
facts so warrant,  determine  and declare to the meeting  that  business was not
properly  brought  before the meeting in accordance  with the provisions of this
Section 6(b) and, if he should so determine,  he shall so declare to the meeting
and any such  business  so  determined  to be not  properly  brought  before the
meeting shall not be transacted.

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


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(c) Only persons who are nominated in accordance  with the  procedures set forth
in these  By-laws shall be eligible for election as  Directors.  Nominations  of
persons for election to the Board of Directors of the Corporation may be made at
a meeting of stockholders at which Directors are to be elected only (i) by or at
the  direction  of the  Board of  Directors  or (ii) by any  stockholder  of the
Corporation  entitled to vote for the  Election of  Directors at the meeting who
complies  with the  notice  procedures  set  forth in this  Section  6(c).  Such
nominations,  other  than  those  made by or at the  direction  of the  Board of
Directors,  shall be made by timely  notice in writing to the  Secretary  of the
Corporation.  To be timely, a stockholder's  notice shall be delivered or mailed
to and received at the principal  executive  offices of the Corporation not less
than 30 days prior to the date of the meeting;  provided,  however,  that in the
event  that less  than 40 days  notice  or prior  disclosure  of the date of the
meeting is given or made to stockholders, notice by the stockholder to be timely
must be so  received  not  later  than  the  close of  business  on the 10th day
following  the day on which such notice of the date of the meeting was mailed or
such public disclosure was made. Such  stockholder's  notice shall set forth (i)
as to each person whom such  stockholder  proposes to nominate  for  election or
reelection  as a  Director,  all  information  relating  to such  person that is
required to be disclosed in  solicitations of proxies for election of Directors,
or is otherwise  required,  in each case  pursuant to  Regulation  14A under the
Securities  Exchange Act of 1934, as amended  (including  such person's  written
consent to being named in the proxy  statement  as a nominee and to serving as a
Director if Elected);  and (ii) as to the stockholder  giving the notice (x) the
name and address, as they appear on the Corporation's books, of such stockholder
and (y) the class and number of shares of the  Corporation's  capital stock that
are  beneficially  owned by such  stockholder.  At the  request  of the Board of
Directors  any person  nominated  by the Board of  Directors  for  election as a
Director  shall furnish to the  Secretary of the  Corporation  that  information
required to be set forth in a stockholder's  notice of nomination which pertains
to the  nominee.  No person  shall be eligible for election as a Director of the
Corporation  unless  nominated in accordance with the provisions of this Section
6(c). The Officer of the  Corporation  or other person  presiding at the meeting
shall,  if the facts so warrant,  determine  that a  nomination  was not made in
accordance with such provisions and, if he or she should so determine, he or she
shall  so  declare  to  the  meeting  and  the  defective  nomination  shall  be
disregarded.

Section 7.  Proxies and Voting.

At any meeting of the stockholders,  every stockholder entitled to vote may vote
in person or by proxy authorized by an instrument in writing filed in accordance
with the procedure established for the meeting or such other manner as permitted
under  the  laws of the  State  of  Delaware,  including,  but not  limited  to,
appropriate  procedures for telephone voting and internet voting by stockholders
to authorize proxies.

Each  stockholder  shall have one (1) vote for every share of stock  entitled to
vote which is  registered in his or her name on the record date for the meeting,
except as otherwise provided herein or required by law.

All voting, including on the election of Directors but excepting where otherwise
required by law,  may be by a voice vote;  provided,  however,  that upon demand
therefore by a  stockholder  entitled to vote or his or her proxy,  a stock vote
shall be taken. Every stock vote shall be taken by ballots,  each of which shall
state the name of the stockholder or proxy voting and such other  information as
may be required  under the  procedure  established  for the meeting.  Every vote
taken by ballots shall be counted by an inspector or inspectors appointed by the
chairman of the meeting.

All elections  shall be determined by a plurality of the votes cast,  and except
as otherwise  required by law or the  Certificate  of  Incorporation,  all other
matters shall be determined by a majority of the votes cast,  without  regard to
abstentions or broker non-votes.


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Section 8.  Stock List.

A complete list of stockholders entitled to vote at any meeting of stockholders,
arranged in  alphabetical  order for each class of stock and showing the address
of each such stockholder and the number of shares registered in his or her name,
shall  be open to the  examination  of any  such  stockholder,  for any  purpose
germane to the meeting,  during ordinary business hours for a period of at least
ten (10) days prior to the meeting,  either at a place within the city where the
meeting  is to be held,  which  place  shall be  specified  in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.

The stock list shall also be kept at the place of the  meeting  during the whole
time thereof and shall be open to the examination of any such stockholder who is
present.   This  list  shall   presumptively   determine  the  identity  of  the
stockholders  entitled  to vote at the  meeting and the number of shares held by
each of them.

Section 9.  Consent of Stockholders in Lieu of Meeting.

Subject to the rights of the holders of any class or series of  preferred  stock
of the  Corporation,  any  action  required  or  permitted  to be  taken  by the
stockholders of the Corporation must be effected at an annual or special meeting
of  stockholders  of the  Corporation  and may not be effected by any consent in
writing by such stockholders.


                        ARTICLE II - BOARD OF DIRECTORS
                        -------------------------------

Section 1.  General Powers, Number and Term of Office.

The business and affairs of the corporation  shall be under the direction of its
Board of Directors. The number of Directors who shall constitute the Whole Board
shall be such  number as the  Board of  Directors  shall  from time to time have
designated,  except  that in the  absence of any such  designation,  such number
shall be ten (10). The Board of Directors shall annually elect a Chairman of the
Board from among its member who shall, when present, preside at its meetings.

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

Section 2.  Vacancies and Newly Created Directorships.

Subject to the rights of the holders of any class or series of preferred  stock,
and  unless  the  Board  of  Directors  otherwise   determines,   newly  created
Directorships  resulting from any increase in the authorized number of Directors
or any vacancies in the Board of Directors  resulting  from death,  resignation,
retirement,  disqualification,  removal from office or other cause may be filled
only by a majority  vote of the  Directors  then in office,  though  less than a
quorum,  and  Directors so chosen  shall hold office for a term  expiring at the
annual meeting of stockholders at which the term of office of the class to which
they have been elected  expires and until such  Director's  successor shall have
been duly  elected  and  qualified.  No  decrease  in the  number of  authorized
Directors  constituting  the  Board  shall  shorten  the  term of any  incumbent
Director.


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Section 3.   Regular Meetings.

Regular  meetings  of the  Board of  Directors  shall  be held at such  place or
places,  on such  date or dates,  and at such  time or times as shall  have been
established  by the Board of Directors and  publicized  among all  Directors.  A
notice of each regular meeting shall not be required.

Section 4.   Special Meetings.

Special  meetings of the Board of Directors may be called by one-third  (1/3) of
the Directors then in office  (rounded up to the nearest whole number) or by the
Chairman of the Board and shall be held at such place, on such date, and at such
time as they or he or she shall fix. Notice of the place, date, and time of each
such special  meeting  shall be given each  Director by whom it is not waived by
mailing  written  notice not less than five (5) days  before  the  meeting or by
telegraphing or telexing or by facsimile  transmission of the same not less than
twenty-four  (24) hours before the meeting.  Unless  otherwise  indicated in the
notice thereof, any and all business may be transacted at a special meeting.

Section 5.   Quorum.

At any  meeting of the Board of  Directors,  a majority of the Whole Board shall
constitute  a quorum  for all  purposes.  If a quorum  shall  fail to attend any
meeting,  a majority of those present may adjourn the meeting to another  place,
date, or time, without further notice or waiver thereof.

Section 6.   Participation in Meetings By Conference Telephone.

Members of the Board of Directors,  or of any committee thereof, may participate
in a meeting of such Board or  committee  by means of  conference  telephone  or
similar communications  equipment by means of which all persons participating in
the meeting can hear each other and such participation shall constitute presence
in person at such meeting.

Section 7.   Conduct of Business.

At any meeting of the Board of Directors,  business  shall be transacted in such
order and manner as the Board may from time to time  determine,  and all matters
shall be determined by the vote of the majority of the Directors present, except
as  otherwise  provided  herein or required  by law.  Action may be taken by the
Board of Directors  without a meeting if all members  thereof consent thereto in
writing,  and the writing or writings are filed with the minutes of  proceedings
of the Board of Directors.

Section 8.   Powers.

The Board of Directors may,  except as otherwise  required by law,  exercise all
such powers and do all such acts and things as may be  exercised  or done by the
Corporation,  including,  without limiting the generality of the foregoing,  the
unqualified power:


<PAGE>


(1) To declare dividends from time to time in accordance with law;

(2) To purchase or otherwise acquire any property,  rights or privileges on such
terms as it shall determine;

(3) To  authorize  the  creation,  making and  issuance,  in such form as it may
determine,  of written  obligations of every kind,  negotiable or nonnegotiable,
secured or unsecured, and to do all things necessary in connection therewith;

(4) To remove any Officer of the  Corporation  with or without  cause,  and from
time to time to devolve  the powers  and  duties of any  Officer  upon any other
person for the time being;

(5) To confer upon any Officer of the Corporation  the power to appoint,  remove
and suspend subordinate Officers, employees and agents;

(6) To adopt from time to time such  stock,  option,  stock  purchase,  bonus or
other  compensation plans for Directors,  Officers,  employees and agents of the
Corporation and its subsidiaries as it may determine;

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

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

Section 9.   Compensation of Directors.

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

                            ARTICLE III - COMMITTEES
                            ------------------------

Section 1.   Committees of the Board of Directors.

The Board of  Directors,  by a vote of a majority of the Whole  Board,  may from
time to time  designate  committees of the Board,  with such lawfully  delegable
powers and duties as it thereby  confers,  to serve at the pleasure of the Board
and shall,  for those  committees  and any others  provided for herein,  elect a
Director  or  Directors  to serve as the member or members,  designating,  if it
desires,  other  Directors  as  alternate  members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so designated
may  exercise  the power and  authority  of the Board of  Directors to declare a
dividend,  to  authorize  the  issuance  of stock or to adopt a  certificate  of
ownership and merger pursuant to Section 253 of the Delaware General Corporation
Law  if  the  resolution  which  designates  the  committee  or  a  supplemental
resolution  of the  Board of  Directors  shall so  provide.  In the  absence  or
disqualification  of any member of any committee and any alternate member in his
or her place, the member or members of the committee  present at the meeting and
not  disqualified  from  voting,  whether or not he or she or they  constitute a
quorum,  may by unanimous vote appoint  another member of the Board of Directors
to act at the meeting in the place of the absent or disqualified member.


<PAGE>


Section 2.   Conduct of Business.

Each committee may determine the procedural rules for meeting and conducting its
business and shall act in  accordance  therewith,  except as otherwise  provided
herein or  required  by law.  Adequate  provisions  shall be made for  notice to
members of all  meetings;  one-third  (1/3) of the members  shall  constitute  a
quorum  unless the  committee  shall  consist of one (1) or two (2) members,  in
which event one (1) member shall  constitute a quorum;  and all matters shall be
determined by a majority vote of the members present. Action may be taken by any
committee  without a meeting if all members  thereof consent thereto in writing,
and the writing or writings  are filed with the  minutes of the  proceedings  of
such committee.

Section 3.   Nominating Committee.

The Board of  Directors  shall  appoint a  Nominating  Committee  of the  Board,
consisting  of three (3)  members,  one of which  shall be the  Chairman  of the
Board.  The  Nominating  Committee  shall  have  authority  (a)  to  review  any
nominations  for election to the Board of Directors made by a stockholder of the
Corporation  pursuant to section 6(c)(ii) of Article I of these By-Laws in order
to  determine  compliance  with such  By-laws and (b) to  recommend to the Whole
Board nominees for election to the Board of Directors to replace those Directors
whose terms expire at the annual meeting of stockholders next ensuing.

                             ARTICLE IV - OFFICERS
                             ---------------------

Section 1.   Generally.

(a) The  Board of  Directors  as soon as may be  practicable  after  the  annual
meeting of stockholders shall choose a Chief Executive Officer, a President, one
or more Vice Presidents, a Secretary and a Comptroller and from time to time may
choose such other Officers as it may deem proper.  The Chief  Executive  Officer
and the  President  shall be chosen  from  among the  Directors.  Any  number of
offices may be held by the same person.

(b) The term of office of all Officers  shall be until the next annual  election
of Officers and until their respective successors are chosen but any Officer may
be removed from office at any time by the affirmative  vote of a majority of the
authorized number of Directors then constituting the Board of Directors.

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

Section 2.     Chief Executive Officer.

The Chief  Executive  Officer shall,  subject to the provisions of these By-Laws
and to the direction of the Board of Directors,  have the responsibility for the
general  management  and control of the business and affairs of the  Corporation
and shall perform all duties and have all powers which are commonly  incident to
the office of Chief  executive or which are delegated to him or her by the Board
of  Directors.  He or she  shall  have  power  to sign all  stock  certificates,
contracts and other  instruments  of the  Corporation  which are  authorized and
shall have  general  supervision  and  direction  of all of the other  Officers,
employees and agents of the Corporation.


<PAGE>


Section 3.   President.

The President shall have general  responsibility  for the management and control
of the operations of the  Corporation  and shall perform all duties and have all
powers  which are  commonly  incident  to the office of  President  or which are
delegated to him or her by the Board of  Directors.  Subject to the direction of
the Board of Directors and the Chief Executive Officer, the President shall have
power to sign all stock  certificates,  contracts and other  instruments  of the
Corporation  which are authorized  and shall have general  supervision of all of
the other  Officers  (other than the Chief  Executive  Officer),  employees  and
agents of the Corporation.

Section 4.   Vice President.

The Vice President or Vice Presidents  shall perform the duties of the President
in his absence or during his disability to act. In addition, the Vice Presidents
shall  perform  the duties and  exercise  the powers  usually  incident to their
respective  office  and/or  such  other  duties  and  powers as may be  properly
assigned to them by the Board of  Directors,  the  Chairman of the Board and the
Chief  Executive  Officer or the President.  A Vice President or Vice Presidents
may be designated as Executive Vice President or Senior Vice President.

Section 5.  Secretary.

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

Section 6.  Comptroller.

The Comptroller  shall be the Chief  Financial  Officer and the Treasurer of the
Corporation  and shall have the  responsibility  for  maintaining  the financial
records of the Corporation. He or she shall make such disbursements of the funds
of the  Corporation  as are  authorized  and shall  render  from time to time an
account  of  all  such  transactions  and  of  the  financial  condition  of the
Corporation.  The Comptroller  shall also perform such other duties as the Board
of Directors may from time to time prescribe.

Section 7.  Assistant Secretaries and Other Officers.

The Board of Directors may appoint one or more  Assistant  Secretaries  and such
other  Officers who shall have such powers and shall  perform such duties as are
provided  in  these  By-laws  or as may be  assigned  to  them by the  Board  of
Directors,  the  Chairman  of the  Board,  the Chief  Executive  Officer  or the
President.

Section 8.  Action with Respect to Securities of Other Corporations.

Unless  otherwise  directed  by the Board of  Directors,  the  President  or any
Officer of the Corporation  authorized by the President shall have power to vote
and otherwise act on behalf of the  Corporation,  in person or by proxy,  at any
meeting of  stockholders of or with respect to any action of stockholders of any
other corporation in which this Corporation may hold securities and otherwise to
exercise  any and all rights and powers  which this  Corporation  may possess by
reason of its ownership of securities in such other corporation.


<PAGE>


                               ARTICLE V - STOCK
                               -----------------

Section 1.  Certificate of Stock.

Each stockholder shall be entitled to a certificate signed by, or in the name of
the  Corporation  by, the  Chairman  of the Board or the  President,  and by the
Secretary or an Assistant  Secretary,  or any Treasurer or Assistant  Treasurer,
certifying  the  number  of  shares  owned  by  him  or  her.  Any or all of the
signatures on the certificate may be by facsimile.

Section 2.  Transfer of Stock.

Transfers of stock shall be made only upon the transfer books of the Corporation
kept at an  office  of the  Corporation  or by  transfer  agents  designated  to
transfer shares of the stock of the  Corporation.  Except where a certificate is
issued  in  accordance  with  Section  4 of  Article  V  of  these  By-laws,  an
outstanding  certificate  for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.

Section 3.  Record Date.

In order that the Corporation may determine the stockholders  entitled to notice
of or to vote at any  meeting  of  stockholders,  or to  receive  payment of any
dividend or other  distribution  or  allotment  of any rights or to exercise any
rights in respect of any  change,  conversion  or  exchange  of stock or for the
purpose of any other  lawful  action,  the Board of  Directors  may fix a record
date,  which  record  date shall not  precede  the date on which the  resolution
fixing the record date is adopted  and which  record date shall not be more than
sixty  (60)  nor less  than ten (10)  days  before  the date of any  meeting  of
stockholders,  nor more than  sixty  (60) days  prior to the time for such other
action as hereinbefore described;  provided,  however, that if no record date is
fixed by the Board of Directors,  the Record date for  determining  stockholders
entitled  to notice of or to vote at a meeting of  stockholders  shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived,  at the close of business on the day next preceding the day
on which the meeting is held,  and,  for  determining  stockholders  entitled to
received payment of any dividend or other distribution or allotment of rights or
to  exercise  any rights of change,  conversion  or exchange of stock or for any
other purpose, the record date shall be at close of business on the day on which
the Board of Directors adopts a resolution relating thereto.

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

Section 4.  Lost, Stolen or Destroyed Certificates.

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

Section 5.  Regulations.

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


<PAGE>


                              ARTICLE VI - NOTICES
                              --------------------

Section 1.  Notices.

Except as otherwise specifically provided herein or required by law, all notices
required to be given to any stockholder,  Director,  Officer,  employee or agent
shall be in  writing  and may in every  instance  be  effectively  given by hand
delivery  to the  recipient  thereof,  by  depositing  such notice in the mails,
postage paid, or by sending such notice by prepaid telegram or mailgram or other
courier.  Any such notice  shall be  addressed  to such  stockholder,  Director,
Officer,  employee or agent at his or her last known address as the same appears
on the books of the Corporation.  The time when such notice is received, if hand
delivered,  or  dispatched,  if  delivered  through  the mails or by telegram or
mailgram or other courier, shall be the time of the giving of the notice.

Section 2.  Waivers.

A written  waiver of any notice,  signed by a  stockholder,  Director,  Officer,
employee  or  agent,  whether  before  or after  the time of the event for which
notice is to be given,  shall be deemed  equivalent to the notice required to be
given to such stockholder,  Director,  Officer,  employee or agent.  Neither the
business nor the purpose of any meeting need be specified in such a waiver.


                          ARTICLE VII - MISCELLANEOUS
                          ---------------------------

Section 1.  Facsimile Signatures.

In  addition  to the  provisions  for  use  of  facsimile  signatures  elsewhere
specifically authorized in these By-laws, facsimile signatures of any Officer or
Officers of the  Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

Section 2.  Corporate Seal.

The Board of Directors may provide a suitable  seal,  containing the name of the
Corporation,  which seal shall be in the charge of the Secretary. If and when so
directed by the Board of Directors  or a committee  thereof,  duplicates  of the
seal may be kept and used by the Comptroller or by an Assistant  Secretary or an
assistant to the Comptroller.

Section 3.  Reliance upon Books, Reports and Records.

Each  Director,  each  member  of  any  committee  designated  by the  Board  of
Directors,  and each Officer of the Corporation shall, in the performance of his
or her  duties,  be fully  protected  in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or  statements  presented to the  Corporation  by any of its Officers or
employees,  or  committees  of the Board of Directors so  designated,  or by any
other person as to matters  which such Director or committee  member  reasonably
believes are within such other person's  professional  or expert  competence and
who has been selected with reasonable care by or on behalf of the Corporation.


<PAGE>

Section 4.  Fiscal Year.

The fiscal year of the Corporation shall be as fixed by the Board of Directors.

Section 5.  Time Periods.

In applying any provision of these By-laws which requires that an act be done or
not be done a specified  number of days prior to an event or that an act be done
during a period of a specified  number of days prior to an event,  calendar days
shall be used, the day of the doing of the act shall be excluded, and the day of
the event shall be included.

                           ARTICLE VIII - AMENDMENTS
                           -------------------------

The Board of Directors  may amend,  alter or repeal these By-laws at any meeting
of the Board,  provided notice of the proposed change is given in a notice given
not less than two days prior to the meeting.  The  stockholders  shall also have
power to amend,  alter or repeal these  By-laws at any meeting of  Stockholders,
provided  notice of the proposed  change was given in the notice of the meeting;
provided,  however, that,  notwithstanding any other provisions of these By-laws
or any provision of law which might  otherwise  permit a lesser vote or no vote,
but in addition to any affirmative  vote of the holders of any particular  class
or series of the Voting Stock required by law, the Certificate of Incorporation,
any Preferred Stock  Designation or these By-laws,  the affirmative votes of the
holders of at least 80% of the voting power of all the  then-outstanding  shares
of the Voting Stock,  voting  together as a single  class,  shall be required to
alter, amend or repeal any provisions of these By-laws.