AMENDED AND RESTATED


                          COOPERATIVE BANKSHARES, INC.


                                     BYLAWS


                                    ARTICLE I

                                PRINCIPAL OFFICE

     The  principal  office of the  Corporation  shall be at 201 Market  Street,
Wilmington, North Carolina.


                                   ARTICLE II

                                  STOCKHOLDERS

     Section  1.  Place  of  Meetings.   All  annual  and  special  meetings  of
stockholders shall be held at the principal office of the Corporation or at such
other  place  within  or  without  the State of North  Carolina  as the board of
directors may determine.

     Section 2. Annual Meeting. A meeting of the stockholders of the Corporation
for the election of directors and for the  transaction  of any other business of
the  Corporation  shall be held  annually,  on such date and at such time as the
board of directors may determine.

     Section 3. Special  Meetings.  Special meetings of the stockholders for any
purpose or purposes may be called at any time by the chairman of the board,  the
president,  or a majority of the board of directors,  but such special  meetings
may not be called by any other person or persons except as otherwise provided by
applicable law.

     Section  4.  Conduct of  Meetings.  Annual and  special  meetings  shall be
conducted  in  accordance  with  rules and  procedures  adopted  by the board of
directors.  The board of directors  shall  designate,  when present,  either the
chairman of the board or president to preside at such meetings.

     Section 5. Notice of Meetings.  Written notice signed by the  Corporation's
secretary  stating  the place,  day,  and hour of the meeting and the purpose or
purposes for which the meeting is called  shall be  delivered  not less than ten
nor more than sixty days before the date of the meeting, either personally or by
mail, by or at the direction of the chairman of the board, the president, or the
secretary,  or the directors calling the meeting,  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 U.S. mail,  addressed to the  stockholder at his
address as it appears on the stock transfer books or records of the  Corporation
as of the record date  prescribed  in Section 6 of this  Article II with postage
prepaid. When any stockholders' meeting,  either annual or special, is adjourned
for thirty days or more,  notice of the  adjourned  meeting shall be given as in
the case of an original meeting. It shall not be necessary to give any notice of
the time and place of any meeting  adjourned for less than thirty days or of the
business to be  transacted  at the meeting,  other than an  announcement  at the
meeting at which such adjournment is taken.

     Section  6.  Fixing  of  Record  Date.   For  the  purpose  of  determining
stockholders  entitled to notice of or to vote at any meeting of stockholders or
any adjournment, or stockholders entitled to receive payment of any dividend, or
in order to make a  determination  of  stockholders  for any other purpose,  the
board of  directors  shall fix in advance a date as the record date for any such
determination  of  stockholders.  Such  date in any case  shall be not more than
sixty  days and,  in case of a meeting of  stockholders,  not less than ten days
prior to the date on which the particular action requiring such determination of
stockholders,  is to be taken. When a determination of stockholders  entitled to
vote at any meeting of  stockholders  has been made as provided in this Section,
such determination shall


<PAGE>

apply to any adjournment thereof, unless the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.

     Section 7. Lists of Stockholders.  Except as otherwise required by law, the
officer or agent having charge of the stock  transfer  books for shares of stock
of the Corporation shall prepare a complete list of the stockholders entitled to
notice of a meeting of stockholders,  arranged in alphabetical  order,  with the
address  of and the number of shares  held by each,  which list shall be kept on
file at the  principal  office  of the  Corporation  and  shall  be  subject  to
inspection  of  any   stockholder,   personally  or  by  or  with  his  personal
representative,  during usual business hours  beginning two days after notice of
the  meeting is given for which the list was  prepared.  Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection by any stockholder  during the whole time of the meeting.  The
original  stock  transfer  book shall be prima facie  evidence as to who are the
stockholders  entitled to examine such list or transfer  books or to vote at any
meeting of stockholders.

     Section 8. Quorum. A majority of the outstanding  shares of the Corporation
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of stockholders.  If less than a majority of the outstanding shares
are  represented  at a meeting,  a majority  of the  shares so  represented  may
adjourn the meeting from time to time without further notice.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  The stockholders  present at a duly organized meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.

     Section 9. Proxies. At all meetings of stockholders, a stockholder may vote
by proxy  executed  in  writing  by the  stockholder  or by his duly  authorized
attorney in fact.  Proxies  solicited on behalf of the management shall be voted
as  directed  by the  stockholder  or,  in the  absence  of such  direction,  as
determined by a majority of the board of directors.  No proxy may designate as a
holder any  corporation  or  partnership,  or any  person  acting on behalf of a
corporation  or  partnership,  or any person other than a natural living person,
except for the holder of a specified  office or a committee  composed of natural
persons.  An  appointment  of a proxy shall be valid for eleven  months from the
date of its  execution  unless a different  period is expressly  provided in the
appointment form.

     Section  10.  Voting  of Shares  in the Name of Two or More  Persons.  When
ownership  stands in the name of two or more persons,  in the absence of written
directions  to  the  Corporation  to  the  contrary,   at  any  meeting  of  the
stockholders of the Corporation,  any one or more of such stockholders may cast,
in person or by proxy,  all votes to which such  ownership is  entitled.  In the
event an attempt is made to cast  conflicting  votes,  in person or by proxy, by
the several  persons in whose names shares of stock stand,  the vote or votes to
which  those  persons  are  entitled  shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting,  and
then each person in whose names  shares of stock stand shall be entitled to vote
the shares in question proportionally.

     Section 11.  Voting of Shares By Certain  Holders.  Shares  standing in the
name of another corporation may be voted by any officer,  agent, or proxy as the
bylaws of such corporation may prescribe,  or, in the absence of such provision,
as the board of directors of such  corporation may determine.  Shares held by an
administrator, executor, guardian, or conservator may be voted by him, either in
person  or by  proxy,  without  a  transfer  of such  shares  into his name upon
satisfactory proof to the Corporation of his appointment. Shares standing in the
name of a trustee  may be voted by him,  either  in  person or by proxy,  but no
trustee  shall be entitled to vote shares held by him without a transfer of such
shares into his name.  Shares standing in the name of a receiver may be voted by
such  receiver,  and shares  held by or under the  control of a receiver  may be
voted by such receiver  without the transfer  thereof into his name if authority
to do so is  contained  in an  appropriate  order of the  court or other  public
authority by which such receiver was appointed.

     A  stockholder  whose  shares are  pledged  shall be  entitled to vote such
shares until the shares have been transferred into the name of the pledgee,  and
thereafter the pledgee shall be entitled to vote the shares so transferred.

     Neither  treasury  shares of its own  stock  held by the  Corporation,  nor
shares held by another corporation, if a majority of the shares entitled to vote
for  the  election  of  directors  of such  other  corporation  are  held by the
Corporation,  shall be voted at any meeting or counted in determining  the total
number of outstanding shares at any given time for purposes of any meeting.

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<PAGE>

     Section 12. Voting. Each stockholder shall be entitled to cast one vote for
each share of stock held as of the record  date.  A majority of the shares voted
at a meeting of  shareholders  shall be sufficient  to take or authorize  action
upon any matter which may properly  come before the  meeting,  unless  otherwise
provided  by  applicable  law  or  regulation,  the  Corporation's  Articles  of
Incorporation or these by-laws.

     Section  13.  Inspectors  of  Election.   In  advance  of  any  meeting  of
stockholders, the board of directors may appoint any persons other than nominees
for office as inspectors  of election to act at such meeting or any  adjournment
thereof.  The number of inspectors shall be either one or three. If the board of
directors so appoints either one or three such inspectors that appointment shall
not be altered at the meeting.  If  inspectors of election are not so appointed,
the  chairman  of the board or the  president  may,  and on the  request  of any
shareholder or proxy holder shall, make such appointment at the meeting. In case
any persons  appointed as inspector  fails to appear or fails or refuses to act,
the vacancy may be filled by appointment by the board of directors in advance of
the meeting or at the meeting by the chairman of the board or the president.

     Unless otherwise prescribed by applicable  regulations,  the duties of such
inspectors  shall  include:  determining  the  number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,  the
existence  of a quorum,  and the  authenticity,  validity and effect of proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote;  counting and
tabulating all votes or consents;  determining the result;  and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

     Section 14. Nominations for Director.  Either a majority of the independent
directors of the Corporation or a nominating  committee composed of a minimum of
three  directors,  each of whom are  independent,  shall  select the  management
nominees  for  election  as  directors,   and  for  purposes  of  this  sentence
"independent"   shall  be  as  defined  in  Rule  4200(a)(15)  of  the  National
Association  of  Securities  Dealers'  Manual.  Except  in the case of a nominee
substituted  as a  result  of the  death  or other  incapacity  of a  management
nominee,  the  nominating  committee  shall deliver  written  nominations to the
secretary at least twenty days prior to the date of the annual meeting. Provided
such committee makes such nominations, no nominations for directors except those
made by the  nominating  committee  shall be voted  upon at the  annual  meeting
unless other  nominations by  stockholders  are made in writing and delivered to
the secretary of the  Corporation  at least twenty days prior to the date of the
annual  meeting.  Each  such  notice  given by a  stockholder  with  respect  to
nominations  for the  election of directors  shall set forth (1) the name,  age,
business  address and, if known,  residence  address of each nominee proposed in
such notice;  (2) the  principal  occupation or employment of each such nominee;
(3) the  number  of shares of stock of the  Corporation  which are  beneficially
owned by each such nominee;  (4) such other  information as would be required to
be  included in a proxy  statement  soliciting  proxies for the  election of the
proposed  nominee  pursuant to Regulation 14A of the Securities  Exchange Act of
1934, as amended,  including,  without limitation, such person's written consent
to being named in the proxy statement as a nominee and to serving as a director,
if elected;  and (5) as to the stockholder  giving such notice, (a) his name and
address as they appear on the  Corporation's  books and (b) the class and number
of shares of the Corporation which are beneficially  owned by such stockholders.
In addition,  the stockholder  making such nomination shall promptly provide any
other information reasonably requested by the Corporation.

     Ballots  bearing the names of all the persons  nominated by the  nominating
committee and by  stockholders  shall be provided for use at the annual meeting.
If the  nominating  committee  shall fail or refuse to act at least  twenty days
prior to the annual meeting, nominations for directors may be made at the annual
meeting by any stockholder entitled to vote and shall be voted upon.

     Section 15. New Business.  Any new business  proposed to be taken up at the
annual meeting by any shareholder  shall be stated in writing and filed with the
secretary of the  Corporation at least twenty days before the date of the annual
meeting, and all business so stated,  proposed, and filed shall be considered at
the  annual  meeting,  but no other  proposal  shall be acted upon at the annual
meeting.  Each such notice given by a stockholder  to the secretary with respect
to business  proposals to be brought before a meeting shall set forth in writing
as to each matter: (i) a brief description of the business desired to be brought
before the meeting and the reasons for conducting  such business at the meeting;
(ii) the name and address,  as they appear on the  Corporation's  books,  of the
stockholder proposing such business; (iii) the class and number of shares of the
Corporation  which  are  beneficially  owned  by the  stockholder;  and (iv) any
material interest of the stockholder in such business.  Any

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<PAGE>

stockholder  may make any other  proposal at the annual meeting and the same may
be discussed  and  considered,  but unless  stated in writing and filed with the
secretary at least twenty days before the meeting,  such proposal  shall be laid
over for action at an adjourned,  special, or annual meeting of the stockholders
taking place thirty days or more  thereafter.  This provision  shall not prevent
the  consideration  and approval or disapproval at the annual meeting of reports
of officers,  directors, and committees, but in connection with such reports, no
new business  shall be acted upon at such annual meeting unless stated and filed
as herein provided.


                                   ARTICLE III

                               BOARD OF DIRECTORS

     Section 1. General  Powers.  The  business  and affairs of the  Corporation
shall be under the direction of its board of  directors.  The board of directors
shall  annually  elect a chairman  of the board and a  president  from among its
members and shall designate,  when present,  either the chairman of the board or
the president to preside at its meetings.

     Section 2. Number and Term.  The board of directors  shall  consist of nine
members  and  shall  be  divided  into  three  classes  in  accordance  with the
provisions of the Corporation's  Article of  Incorporation.  The members of each
class shall be elected for a term of three years and until their  successors are
elected and  qualified.  The number of  directors  may be increased or decreased
from time to time by the board of  directors,  except that the number may not be
changed  below seven or above twelve,  no decrease  shall result in any director
being  forced to resign or  otherwise be removed,  and if the  stockholders  are
denied the right to cumulate their votes in the election of directors, the board
of  directors  may not increase or decrease the number of directors by more than
thirty percent (30%) during any twelve-month period.

     Section 3.  Qualification  and Election of  Directors.  No person who is 72
years of age or older and who is not an  employee  of the  Corporation  shall be
eligible for election, reelection, appointment, or reappointment to the board of
directors.  A  non-employee  director  shall not serve as such beyond the annual
meeting of the  Corporation  immediately  following  the  non-employee  director
becoming  72.  No  person  who is 60  years  of age or  older  and who is not an
employee  of  the  Corporation   shall  be  eligible  for  initial  election  or
appointment as a director. Except as provided in Section 13 of this Article III,
directors shall be elected at the annual meeting of stockholders.  Those persons
who receive the highest number of votes shall be deemed to have been elected.

     Section 4.  Directors  Emeritus.  Any person who has served on the board of
directors  for two years or more but is no longer  eligible  to be a director by
virtue of having  attained  72 years of age,  may be  elected  by the board as a
director emeritus, to serve without vote or compensation.

     Section  5.  Regular  Meetings.  The board of  directors  may  provide,  by
resolution,  the time and place for the holding of regular meetings of the Board
without other notice than such resolution.

     Section 6. Special Meetings. Special meetings of the board of directors may
be called by or at the request of the chairman of the board, the president or at
least two of the directors.  The persons  authorized to call special meetings of
the board of  directors  may fix any place as the place for  holding any special
meeting of the board of directors called by such persons.

     Members of the board of directors may  participate  in meetings by means of
conference  telephone or similar  communications  equipment by which all persons
participating in the meeting can hear each other.

     Section 7. Notice of Meetings.  Regular  meetings of the board of directors
may be held without  notice.  The person or persons calling a special meeting of
the board of directors shall, at least five days before the meeting, give notice
thereof by any usual  means of  communication.  Such notice need not specify the
purpose for which the meeting is called.

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<PAGE>

     Section 8. Waiver of Notice.  Any director may waive notice of any meeting.
Attendance  by a director at a meeting  shall  constitute  a waiver of notice of
such  meeting,  unless the director at the beginning of the meeting (or promptly
upon his arrival) objects to holding the meeting or transacting  business at the
meeting  and does not  thereafter  vote for or  assent  to  action  taken at the
meeting.

     Section 9. Quorum. A majority of the number of directors fixed by Section 2
of this Article III shall constitute a quorum for the transaction of business at
any meeting of the board of directors, but if less than such majority is present
at a meeting,  a majority of the directors  present may adjourn the meeting from
time to time.  Notice of any adjourned meeting shall be given in the same manner
as prescribed by Section 7 of this Article III.

     Section 10.  Manner of Acting.  The act of the  majority  of the  directors
present at a meeting at which a quorum is present  shall be the act of the board
of  directors,  unless a greater  number is  prescribed  by these  by-laws,  the
Corporation's Articles of Incorporation or applicable law.

     Section 11. Action Without a Meeting.  Any action  required or permitted to
be taken by the board of directors  at a meeting may be taken  without a meeting
if a consent in writing,  setting forth the action so taken,  shall be signed by
all of the directors.

     Section 12.  Resignation.  Any director may resign at any time by sending a
written  communication  of  such  resignation  to the  principal  office  of the
Corporation   addressed  to  the  board  of  directors,   its  chairman  or  the
Corporation.  A  resignation  is  effective  when it is  communicated  unless it
specifies in writing a later  effective  date or subsequent  event upon which it
will become effective.

     Section  13.  Vacancies.  Vacancies  occurring  on the board of  directors,
including newly created  directorships,  shall be filled by the affirmative vote
of a majority  of the  remaining  directors  although  less than a quorum of the
board of directors.  A director elected to fill a vacancy shall be elected for a
term of office  continuing  only until the next  election  of  directors  by the
stockholders.

     Section 14.  Presumption of Assent.  A director of the  Corporation  who is
present  at a  meeting  of  the  board  of  directors  at  which  action  on any
Corporation  matter is taken shall be  presumed  to have  assented to the action
taken  unless his dissent or  abstention  shall be entered in the minutes of the
meeting or unless he shall file his  written  dissent  to such  action  with the
person acting as the secretary of the meeting before the adjournment  thereof or
shall  forward  such  dissent  by  registered  mail  to  the  secretary  of  the
Corporation within five days after the date he receives a copy of the minutes of
the  meeting.  Such right to dissent  shall not apply to a director who voted in
favor of such action.

     Section 15.  Removal of  Directors.  Any  director  or the entire  board of
directors may be removed only in accordance with the  Corporation's  Articles of
Incorporation.

     Section 16.  Compensation.  The  Corporation  may compensate  directors for
their  services as such and may  provide for the payment of any or all  expenses
incurred by directors in attending regular and special meetings of the board.

     Section 17. Committees of the Board. The board of directors,  by resolution
adopted by a majority  of the number of  directors  fixed by these  bylaws,  may
designate three or more directors to constitute an executive committee and other
committees,  each of which,  to the  extent  authorized  by  applicable  law and
provided in such resolution, shall have and may exercise all of the authority of
the board of directors in the management of the Corporation.  The designation of
any  committee  and the  delegation  thereto of  authority  shall not operate to
relieve the board of directors,  or any member thereof, of any responsibility or
liability imposed upon it or him by law.


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<PAGE>



                                   ARTICLE IV

                                    OFFICERS

     Section 1.  Officers of the  Corporation.  The officers of the  Corporation
shall consist of a president,  secretary,  treasurer,  and such vice-presidents,
assistant secretaries,  assistant treasurers, and other officers as the board of
directors  may deem  necessary.  The board of directors  may also  designate the
chairman of the board as an officer.  Any two or more offices may be held by the
same person, but in no event may any officer act in more than one capacity where
action of two or more officers is required.

     Section 2.  Selection and Term.  The officers of the  Corporation  shall be
selected by the board of  directors.  Each  officer  shall hold office until his
death, resignation,  retirement,  removal,  disqualification or his successor is
selected and qualified.

     Section 3.  Compensation of Officers.  The  compensation of all officers of
the  Corporation  shall be fixed by the board of directors  and no officer shall
serve the Corporation in any other capacity and receive  compensation  therefor,
unless such additional compensation is authorized by the board of directors.

     Section 4. Removal.  Any officer or agent of the Corporation may be removed
by the board of directors  whenever in its  judgment  the best  interests of the
Corporation  will be served  thereby;  but such  removal,  other than for cause,
shall be without  prejudice  to the  contract  rights,  if any, of the person so
removed.

     Section 5. Bonds.  Subject to applicable law and  regulation,  the board of
directors  shall require each officer,  agent, or employee of the Corporation to
give bond to the  Corporation,  with  sufficient  sureties,  conditioned  on the
faithful performance of the duties of his respective office or position,  and to
comply with such other conditions as may be required by the board of directors.


                                    ARTICLE V

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     Section 1.  Contracts.  The board of directors may authorize any officer or
officers,  agent or agents,  to enter into any  contracts or execute and deliver
any instrument on behalf of the  Corporation,  and such authority may be general
or confined to specific instances.

     Section 2. Loans. No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness  shall be issued in its name unless  authorized
by  resolution  of the board of  directors.  Such  authority  may be  general or
confined to specific instances.

     Section 3.  Checks  and  Drafts.  All  checks,  drafts or other  orders for
payment of money issued in the name of the  Corporation  shall be signed by such
officer or officers,  agent or agents of the  Corporation  and in such manner as
shall be determined by resolution of the board of directors.

     Section 4. Deposits.  All funds of the Corporation  not otherwise  employed
shall be deposited to the credit of the Corporation in such  depositories as the
board of directors shall direct.


                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 1.  Certificates for Shares.  Certificates  representing  shares of
capital stock of the Corporation shall be in such form as shall be determined by
the board of directors and in accordance with the laws of North  Carolina.  Such
certificates  shall be  signed by the chief  executive  officer  or by any other


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<PAGE>

officer of the Corporation authorized by the board of directors, attested by the
secretary  or an  assistant  secretary,  and may  bear the  corporate  seal or a
facsimile  thereof.  The  signatures of such officers upon a certificate  may be
facsimiles if the  certificate is manually  signed on behalf of a transfer agent
or a registrar,  other than the Corporation itself or one of its employees. Each
certificate  for shares of capital  stock  shall be  consecutively  numbered  or
otherwise identified. The name and address of the person to whom the certificate
is issued,  with the number of shares and date of issue, shall be entered on the
stock transfer books of the  Corporation.  All  certificates  surrendered to the
Corporation  for transfer  shall be cancelled  and no new  certificate  shall be
issued until the former  certificate for a like number of shares shall have been
surrendered  and  cancelled,  except  that in the  case  of a lost or  destroyed
certificate,  a new  certificate  may be issued  therefor  upon  such  terms and
indemnity to the Corporation as the board of directors may prescribe.

     Section 2.  Transfer of Shares.  Transfer of shares of capital stock of the
Corporation  shall be made only on its stock transfer books.  Authority for such
transfer  shall be given  only by the  holder of record  thereof or by his legal
representative,  who shall furnish proper evidence of such authority,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with
the Corporation.  Such transfer shall be made only on surrender for cancellation
of the certificate  for such shares.  The person in whose name shares of capital
stock stand on the books of the  Corporation  shall be deemed by the Corporation
to be the owner thereof for all purposes.


                                   ARTICLE VII

                            FISCAL YEAR; ANNUAL AUDIT

     The fiscal  year of the  Corporation  shall be fixed by  resolution  of the
board of directors.  The  Corporation  shall be subject to an annual audit as of
the end of its fiscal year by a registered  public  accounting firm appointed by
and responsible to the audit committee of the board of directors, which shall be
composed of directors who each meet the definition of independence  set forth in
applicable  laws and  regulations of the Securities and Exchange Act of 1934, as
amended, and the definition of independence set forth in Rule 4200(a)(15) of the
Manual of the National Association of Securities Dealers.


                                  ARTICLE VIII

                                    DIVIDENDS

     Subject to the terms of the  Corporation's  Articles of  Incorporation  and
applicable law and  regulations,  the board of directors may, from time to time,
declare,  and the  Corporation may pay,  dividends on its outstanding  shares of
capital stock.

                                   ARTICLE IX

                                 CORPORATE SEAL

     The board of directors  shall  provide a corporate  seal which shall be two
concentric circles between which shall be the name of the Corporation.  The year
of incorporation or an emblem may appear in the center.

                                    ARTICLE X

                                   AMENDMENTS

     These  by-laws  may be  amended,  altered,  or  rescinded  at any time by a
majority  vote of the full board of  directors,  or by the  stockholders  of the
Corporation by a vote of not less than 75% of the outstanding  shares of capital
stock of the Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at a meeting of the stockholders
called  for  that  purpose  (provided  that  notice  of  such  proposed  repeal,
alteration,  amendment or rescission is included in the notice of such meeting),
unless  otherwise  provided by law or

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<PAGE>

regulation.  Each amendment shall be filed with the Administrator of the Savings
Institutions Division of the North Carolina Department of Economic and Community
Development, or any successor office or agency.

                                   CERTIFICATE

     The  undersigned,  who is  the  duly  appointed  Secretary  of  Cooperative
Bankshares,  Inc.,  Wilmington,  North  Carolina,  does hereby  certify that the
By-laws of the Corporation,  in the form attached hereto, have been duly adopted
by more  than a  majority  vote of the  Corporation's  board of  directors  at a
meeting duly held on February 18, 2004.


                                                  Linda Garland
                                                  Secretary


                                                  Date: February 18, 2004


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