AMENDED AND RESTATED BYLAWS
                                       OF
                         ALLSTATE FINANCIAL CORPORATION


                               ARTICLE I. OFFICES


        1.1 Registered  Office and Registered  Agent.  The registered  office of
Allstate Financial Corporation (the "Corporation") shall be located in the State
of  Delaware  at such  place as may be fixed  from  time to time by the Board of
Directors  upon  filing  of such  notices  as may be  required  by law,  and the
registered  agent shall have a business  office  identical with such  registered
office.

        1.2 Other  Offices.  The  Corporation  may have other offices  within or
without the State of Delaware at such place or places as the Board of  Directors
may from time to time determine.


                       ARTICLE II. SHAREHOLDERS' MEETINGS

        2.1 Meeting Place. All meetings of the shareholders shall be held at the
principal place of business of the Corporation, or at such other place within or
without the State of Delaware  as shall be  determined  from time to time by the
Board of Directors,  and the place at which any such meeting shall be held shall
be stated in the notice of the meeting.

        2.2 Annual  Meeting.  The annual  meeting  of the  shareholders  for the
election of  directors  and for the  transaction  of such other  business as may
properly  come before the meeting  shall be held each year on such date and time
as  determined  by the  Board of  Directors  and  stated  in the  notice of such
meeting.

        2.3  Organization.  Each meeting of the  shareholders  shall be presided
over by the  Chairman of the Board,  or in his absence by the  President,  or in
their absences,  any other  individual  selected by the Board of Directors.  The
Secretary,  or in his absence a temporary  Secretary,  shall act as secretary of
each  meeting  of the  shareholders.  In the  absence of the  Secretary  and any
temporary Secretary,  the chairman of the meeting may appoint any person present
to  act as  secretary  of the  meeting.  The  chairman  of  any  meeting  of the
shareholders  shall announce the date and time of the opening and the closing of
the polls for each  matter  upon which the  shareholders  will vote at a meeting
and, unless prescribed by law or regulation or unless the Board of Directors has
otherwise  determined,  shall  determine  the  order  of the  business  and  the
procedure at the meeting,  including such regulation of the manner of voting and
the conduct of discussions as seem to him in order.


     2.4 Special  Meetings.  Except as otherwise  required by law and subject to
the rights of the  holders of any class or series of  Preferred  Stock,  special
meetings of the shareholders shall be held when directed by the President or the
Board of Directors, or when requested in writing by the holders of not less than
10% of all the shares entitled to vote at the meeting.  The call for the meeting
shall be issued by the Secretary,  unless the President,  Board of Directors, or
shareholders requesting the meeting shall designate another person to do so.

2.5    Notice.
        (a)  Notice  of the  place,  day  and  hour  of the  annual  meeting  of
shareholders  shall be given by  delivering  personally  or by mailing a written
notice of the same, not less than ten days and not more than sixty days prior to
the date of the meeting,  to each shareholder of record entitled to vote at such
meeting. When any shareholders' meeting,  either annual or special, is adjourned
for  thirty  days or more,  or if a new  record  date is fixed for an  adjourned
meeting of  shareholders,  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 (unless a
new record date is fixed therefor), other than an announcement at the meeting at
which such  adjournment is taken.  At the adjourned  meeting the Corporation may
transact any business which might have been transacted at the original meeting.

        (b) Not less than ten days and not more  than  sixty  days  prior to the
meeting,  a written notice of each special meeting of shareholders,  stating the
place,  day and hour of such meeting,  and the purpose or purposes for which the
meeting  is  called,  shall be  either  delivered  personally  or mailed to each
shareholder of record entitled to vote at such meeting.

        (c) If  mailed,  such  notice  shall  be  deemed  to be  delivered  when
deposited in the United States mail, addressed to the shareholder at his address
as it appears  on the stock  transfer  books of the  Corporation,  with  postage
thereon prepaid.

        2.6 Record List of  Shareholders.  At least ten days before each meeting
of shareholders,  a complete record of the shareholders entitled to vote at such
meeting,  or any adjournment  thereof,  shall be made,  arranged in alphabetical
order,  with the address of and number of shares registered in the name of each,
which record shall be kept open to the  examination  of any  shareholder,  for a
purpose germane to the meeting,  in accordance with the General  Corporation Law
("GCL") of the State of Delaware. The record also shall be kept open at the time
and place of such meeting for the inspection of any shareholder.

     2.7 Quorum; Actions of Shareholders. Except as otherwise required by law or
the Corporation's Certificate of Incorporation:

        (a) A quorum at any annual or  special  meeting  of  shareholders  shall
consist of shareholders  representing,  either in person or by proxy, a majority
of the  outstanding  capital stock of the  Corporation  entitled to vote at such
meeting.

        (b) In all matters other than the election of directors, the affirmative
vote of the majority of shares  present in person or represented by proxy at the
meeting  and  entitled  to vote on the  subject  matter  shall be the act of the
shareholders.  Directors  shall be  elected by a  plurality  of the votes of the
shares  present in person or represented by proxy at the meeting and entitled to
vote on the election of directors.




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        2.8 Voting of Shares.  Except as otherwise provided in these Amended and
Restated  Bylaws or to the extent that voting  rights of the shares of any class
or classes  are  limited or denied by the  Certificate  of  Incorporation,  each
shareholder,  on each matter  submitted to a vote at a meeting of  shareholders,
shall have one vote for each share of stock  registered in his name on the books
of the Corporation.

        2.9  Fixing  of  the  Record  Date.   For  the  purpose  of  determining
shareholders entitled to notice of or to vote at any meeting of shareholders, or
any adjournment  thereof,  or entitled to receive  payment of any dividend,  the
Board of Directors  may fix in advance a record date for any such  determination
of  shareholders,  which  record  date shall not precede the date upon which the
resolution  fixing the record  date is  adopted by the Board of  Directors,  and
which record date shall not be more than sixty days and, in case of a meeting of
shareholders,  not less than ten days prior to the date on which the  particular
action requiring such determination of shareholders is to be taken. If no record
date is fixed  by the  Board  of  Directors,  the  record  date for  determining
shareholders entitled to notice of or to vote at a meeting of shareholders 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.

        2.10  Proxies.  A  shareholder  may vote  either  in  person or by proxy
executed in writing by the shareholder or his duly authorized  attorney-in-fact.
Without limiting the manner in which a shareholder may authorize  another person
or persons to act for him as proxy,  a shareholder  may grant such  authority in
the manner specified in Section 212(c) of the GCL (or any successor thereto). No
proxy shall be valid after  three years from the date of its  execution,  unless
otherwise provided in the proxy.

        2.11 Waiver of Notice.  A waiver of any notice  required to be given any
shareholder,  signed by the person or persons  entitled to such notice,  whether
before or after the time stated therein for the meeting,  shall be equivalent to
the giving of such notice.  The attendance of any  shareholder at a meeting,  in
person or by proxy,  shall  constitute  a waiver of notice by such  shareholder,
except  where a  shareholder  attends  a  meeting  for the  express  purpose  of
objecting  at the  beginning of the meeting to the  transaction  of any business
because the meeting is not lawfully called or commenced.




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        2.12 Voting of Shares in the Name of Two or More Persons. When ownership
stands in the name of two or more  persons,  whether  fiduciaries,  members of a
partnership,  joint  tenants,  tenants in common,  tenants  by the  entirety  or
otherwise,  or if two or more  persons  have  the  same  fiduciary  relationship
respecting  the same shares,  unless the Secretary of the  Corporation  is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided, at
any  meeting  of the  shareholders  of the  Corporation  any one or more of such
shareholders  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,  but no votes  shall be cast for such stock if a majority  cannot
agree,  except to the extent  provided in Section  217(b)(3)  of the GCL (or any
successor thereto).

        2.13 Voting of Shares by Certain Holders. Shares standing in the name of
another corporation may be voted by an 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.  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 shareholder 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.





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        2.14  Proposals.  At an annual  meeting of the  shareholders,  only such
business  shall be  conducted  as shall have been  properly  brought  before the
meeting.  To be properly brought before an annual meeting,  business must be (a)
specified in the notice of meeting (or any  supplement  thereto)  given by or at
the  direction of the Board of  Directors,  or (b)  otherwise  properly  brought
before the meeting by a shareholder.  For business to be properly brought before
an annual  meeting by a  shareholder,  the  shareholder  must have given  timely
notice thereof in writing to the Secretary of the  Corporation.  To be timely, a
shareholder's  notice  must  be  delivered  to or  mailed  and  received  at the
principal  executive offices of the Corporation not later than 120 days prior to
the  anniversary  date of the mailing of proxy  materials by the  Corporation in
connection with the immediately  preceding annual meeting of shareholders of the
Corporation  or, in the case of the first annual meeting of  shareholders of the
Corporation following the reincorporation of Allstate Financial Corporation from
Virginia to Delaware  (the  "Reincorporation"),  which meeting is expected to be
held in May 2001, notice by the shareholder must be so delivered and received no
later than the close of business  on  December  15,  2000,  notwithstanding  any
determination  by the  Corporation  to schedule such first annual  meeting later
than May 2001. A  shareholder's  notice to the  Secretary  shall set forth as to
each matter the  shareholder  proposes to bring before the annual  meeting (a) a
description of the business desired to be brought before the annual meeting, (b)
the  name  and  address,  as they  appear  on the  Corporation's  books,  of the
shareholder  proposing  such  business,  (c) the class  and  number of shares of
Corporation stock which are beneficially owned by the shareholder submitting the
notice,  by any  person or  entity  who is an  Affiliate  or  Associate  of such
shareholder  (as  such  capitalized  terms  are  defined  in Rule  12b-2  of the
Securities  Exchange Act of 1934, as amended  ("Exchange Act"), or any successor
thereto),  by any Person who is a member of any group with such shareholder with
respect  to the  Corporation  stock or who is known  by such  shareholder  to be
supporting such proposal on the date the notice is given to the Corporation, and
by each Person who is in control of, is controlled by or is under common control
with any of the foregoing Persons, (d) the identification of any person retained
or to be compensated by the shareholder  submitting the proposal,  or any person
acting  on his or her  behalf,  to  make  solicitations  or  recommendations  to
shareholders  for the purpose of assisting in the passage of such proposal and a
brief  description of the terms of such employment,  retainer or arrangement for
compensation, and (e) any material interest of the shareholder in such business.
The chairman of an annual  meeting shall,  if the facts  warrant,  determine and
declare to the meeting that business was not properly brought before the meeting
in accordance  with the  provisions of this Article II,  Section 2.14, and if he
should so  determine,  he shall so declare to the meeting and any such  business
not properly brought before the meeting shall not be transacted.  This provision
is not a limitation on any other applicable laws and regulations.

        2.15  Inspectors.  For  each  meeting  of  shareholders,  the  Board  of
Directors  shall appoint one or more  inspectors  of election,  who shall make a
written report of such meeting. If for any meeting the inspector(s) appointed by
the Board of Directors  shall be unable to act or the Board of  Directors  shall
fail to appoint any inspector,  one or more inspectors shall be appointed at the
meeting by the  chairman  thereof.  Each  inspector,  before  entering  upon the
discharge of his duties,  shall take and sign an oath  faithfully to execute the
duties of inspector  with strict  impartiality  and according to the best of his
ability.  An inspector or  inspectors  shall (i)  ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares  represented
at a meeting and the validity of proxies and ballots,  (iii) count all votes and
ballots,  (iv)  determine  and  retain for a  reasonable  period a record of the
disposition of any challenges  made to any  determination  by the inspectors and
(v)  certify  their  determination  of the number of shares  represented  at the
meeting  and  their  count of all votes  and  ballots.  The date and time of the
opening and the closing of the polls for each matter upon which the shareholders
will  vote at a  meeting  shall be  announced  at the  meeting  by the  chairman
thereof.  An inspector or inspectors  shall not accept a ballot,  proxy or vote,
nor any revocations  thereof or changes thereto,  after the closing of the polls
(unless the Court of Chancery of the State of  Delaware  upon  application  by a
shareholder  shall determine  otherwise) and may appoint or retain other persons
or entities to assist them in the  performance of their duties.  Inspectors need
not be shareholders and may not be nominees for election as directors.


                           ARTICLE III. CAPITAL STOCK


        3.1  Certificates.  Certificates  of stock shall be issued in  numerical
order,  and each  shareholder  shall be entitled to a certificate  signed by the
President or a Vice President,  and by the Secretary or an Assistant  Secretary,
and may be sealed with the seal of the  Corporation  or facsimile  thereof.  The
signatures of such officers may be  facsimiles  if the  certificate  is manually
signed on behalf of a transfer agent,  or registered by a registrar,  other than
the Corporation itself or an employee of the Corporation.  If an officer who has
signed or whose facsimile signature has been placed upon such certificate ceases
to be an officer  before  the  certificate  is  issued,  it may be issued by the
Corporation with the same effect as if the person were an officer on the date of
issue. Each certificate of stock shall state:





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        (a)    that the Corporation is organized under the laws of the State of
 Delaware;

        (b)    the name of the person to whom issued;

        (c)    the number and class of shares and the  designation  of the
series,  if any, which such certificate represents; and

        (d) the par value of each share  represented by such  certificate,  or a
statement that such shares are without par value.

        3.2    Transfers.

        (a) Transfers of stock shall be made only upon the stock  transfer books
of the Corporation,  kept at the registered  office of the Corporation or at its
principal  place  of  business,  or at the  office  of  its  transfer  agent  or
registrar,  and before a new certificate is issued, the old certificate shall be
surrendered for cancellation.  The Board of Directors may, by resolution, open a
share  register  in any state of the United  States,  and may employ an agent or
agents to keep such register, and to record transfers of shares therein.

        (b) Shares of stock shall be transferred by delivery of the certificates
therefor,  accompanied  either by an  assignment  in  writing on the back of the
certificate  or an  assignment  separate from the  certificate,  or by a written
power of attorney to sell, assign and transfer the same, signed by the holder of
said  certificate.  No shares of stock shall be  transferred on the books of the
Corporation until the outstanding certificates therefor have been surrendered to
the Corporation.

        (c) A written restriction on the transfer or registration of transfer of
a certificate  evidencing stock of the Corporation,  if permitted by the GCL and
noted  conspicuously on such certificate,  may be enforced against the holder of
the  restricted  certificate  or any  successor  or  transferee  of the  holder,
including  an  executor,  administrator,  trustee,  guardian or other  fiduciary
entrusted with like responsibility for the person or estate of the holder.

        3.3 Registered Owner.  Registered  shareholders  shall be treated by the
Corporation  as the holders in fact of the stock  standing  in their  respective
names and the Corporation shall not be bound to recognize any equitable or other
claim to or  interest in any share on the part of any other  person,  whether or
not it shall have express or other notice thereof,  except as expressly provided
by the laws of the State of Delaware.

        3.4 Lost, Stolen or Destroyed Certificates.  The Corporation may issue a
new  certificate of stock in place of any  certificate  previously  issued by it
which is alleged to have been lost, stolen or destroyed, and the Corporation may
require the owner of the lost,  stolen or  destroyed  certificate,  or his legal
representative,  to give the  Corporation  a bond  sufficient  to  indemnify  it
against any claim that may be made  against it on account of the  alleged  loss,
theft  or  destruction  of any  such  certificate  or the  issuance  of such new
certificate.




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        3.5 Fractional  Shares or Scrip. The Corporation may (a) issue fractions
of a share which shall entitle the holder to exercise voting rights,  to receive
dividends  thereon and to participate in any of the assets of the Corporation in
the  event  of  liquidation;  (b)  arrange  for the  disposition  of  fractional
interests by those entitled thereto; (c) pay in cash the fair value of fractions
of a share as of the time  when  those  entitled  to  receive  such  shares  are
determined;  or (d) issue scrip in registered or bearer form which shall entitle
the holder to receive a certificate  for a full share upon the surrender of such
scrip aggregating a full share.

        3.6 Shares of Another  Corporation.  Shares owned by the  Corporation in
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the  Board of  Directors  may  determine  or,  in the  absence  of such
determination, by the President of the Corporation.


                         ARTICLE IV. BOARD OF DIRECTORS


        4.1 Powers. The business and affairs of the Corporation shall be managed
by or under the direction of a Board of  Directors,  which may exercise all such
authority and powers of the  Corporation  and do all such lawful acts and things
as are not by law,  the  Certificate  of  Incorporation  or  these  Amended  and
Restated   Bylaws   directed  or  required  to  be  exercised  or  done  by  the
shareholders.

        4.2 Election,  Term and Qualifications.  Each director shall hold office
until his  successor  shall have been elected and qualified or until his earlier
resignation, removal from office or death. Directors of the Corporation shall be
elected annually.  Directors need not be residents of this state or shareholders
of the Corporation.

        4.3 Number of Directors. The initial Board of Directors shall consist of
six (6)  persons.  The  number  of  directors  may at any time be  increased  or
decreased by a vote of a majority of the Board of  Directors,  provided  that no
decrease shall have the effect of shortening the term of any incumbent director.
Notwithstanding  anything to the contrary  contained  within  these  Amended and
Restated  Bylaws,  the number of  directors  may not be less than three nor more
than 10.

        4.4 Vacancies. Except as may be otherwise specified in the Corporation's
Certificate of Incorporation  relating to the rights of the holders of any class
or series of stock having a preference  over the Common Stock as to dividends or
upon liquidation to elect directors,  or in the Corporation's  debt instruments,
any vacancy  occurring in the Board of Directors,  including any vacancy created
by reason of an increase in the number of directors, may be filled by a majority
vote of the directors then in office,  whether or not a quorum is present, or by
a sole remaining director,  and any director so chosen shall hold office for the
remainder  of the term to which the  director  has been  selected and until such
director's successor shall have been elected and qualified.






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      4.5 Removal of  Directors. Subject to the rights of any class or series of
stock  having  preference  over  the  Common  Stock  as  to  dividends  or  upon
liquidation to elect directors,  and subject to any rights of the holders of the
Corporation's  debt instruments,  at a meeting of stockholders  called expressly
for that purpose,  any director or the entire Board of Directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares then
outstanding and entitled to vote at an election of directors.

        4.6 Regular Meetings.  Regular meetings of the Board of Directors or any
committee  thereof  may be  held  at the  principal  place  of  business  of the
Corporation or at such other place or places, either within or without the State
of Delaware,  as the Board of Directors or such  committee,  as the case may be,
may from time to time  designate.  Notice of such meetings  shall be provided to
directors  in  accordance  with  the  provisions  of the GCL.  Unless  otherwise
determined  by the  Board of  Directors,  the  annual  meeting  of the  Board of
Directors shall be held immediately  after the adjournment of the annual meeting
of shareholders.

        4.7    Special Meetings.
        (a) Special meetings of the Board of Directors may be called at any time
by the Chairman of the Board,  the President or by a majority of the  authorized
number  of  directors,  to be held at the  principal  place of  business  of the
Corporation  or at such other place or places as the Board of  Directors  or the
person or persons calling such meeting may from time to time  designate.  Notice
of all  special  meetings  of the  Board  of  Directors  shall  be given to each
director  at least  twenty-four  (24) hours  prior to such  meeting if notice is
given in person or by telephone, telegraph, telex, facsimile or other electronic
transmission and at least five (5) days prior to such meeting if notice is given
in writing and delivered by courier or by postage prepaid mail. Such notice need
not specify the business to be  transacted  at, nor the purpose of, the meeting.
Any director may waive  notice of any meeting by  submitting a signed  waiver of
notice with the Secretary,  whether before or after the meeting.  The attendance
of a director at a meeting shall  constitute a waiver of notice of such meeting,
except where a director  attends a meeting for the express  purpose of objecting
at the beginning of the meeting to the  transaction of any business  because the
meeting is not lawfully called or convened.

        (b) Special  meetings of any  committee of the Board of Directors may be
called at any time by such  person or persons  and with such  notice as shall be
specified  for such  committee by the Board of  Directors,  or in the absence of
such  specification,  in the  manner and with the notice  required  for  special
meetings of the Board of Directors.

        4.8  Waiver of  Notice.  Attendance  of a  director  at a meeting  shall
constitute a waiver of notice of such meeting,  except where a director  attends
for the express purpose of objecting to the transaction of any business  because
the meeting is not lawfully called or convened. A waiver of notice signed by the
director or directors,  whether before or after the time stated for the meeting,
shall be equivalent to the giving of notice.





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        4.9  Quorum;  Actions  of  the  Board  of  Directors.  Except  as may be
otherwise  specifically  provided by law, the  Certificate of  Incorporation  or
these Amended and Restated Bylaws, at all meetings of the Board of Directors,  a
majority of the entire  Board of  Directors  shall  constitute  a quorum for the
transaction  of business and the act of a majority of the  directors  present at
any  meeting  at  which  there  is a  quorum  shall  be the act of the  Board of
Directors.  If a quorum  shall not be  present  at any  meeting  of the Board of
Directors,  the directors  present  thereat may adjourn the meeting from time to
time,  without  notice other than  announcement  at the meeting,  until a quorum
shall be present.

        4.10 Action by Directors Without a Meeting. Any action required or which
may be taken at a meeting of the directors,  or of a committee  thereof,  may be
taken  without a meeting if a consent in  writing,  setting  forth the action so
taken or to be taken,  shall be signed  by all of the  directors,  or all of the
members of the  committee,  as the case may be, and such consents are filed with
the minutes of proceedings  of the Board of Directors or committee,  as the case
may be. Such consent shall have the same effect as a unanimous vote.

        4.11  Action  by  Directors  by  Communications  Equipment.  Any  action
required  or which may be taken at a meeting  of  directors,  or of a  committee
thereof,   may  be  taken  by  means  of  a  conference   telephone  or  similar
communications equipment subject to any applicable provisions of the GCL.

        4.12 Registering  Dissent. A director who is present at a meeting of the
Board of  Directors  at which  action on a  corporate  matter is taken  shall be
presumed to have  assented to such action unless his dissent 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  immediately  after the adjournment of the meeting.
Such right to dissent  shall not apply to a director  who voted in favor of such
action.

        4.13  Executive  and Other  Committees.  The Board of Directors  may, by
resolution  passed by the Board,  designate one or more committees which in each
case consist of one or more directors of the  Corporation,  and may from time to
time invest such committees with such powers as it may see fit,  subject to such
conditions  as may be  prescribed  by the Board.  An Executive  Committee may be
appointed  by  resolution  passed by the Board of  Directors.  It shall have and
exercise all of the authority of the Board of Directors in the management of the
business and affairs of the Corporation, except the committee shall not have the
power or authority to (a) approve or adopt,  or recommend to  shareholders,  any
action or matter  expressly  required by law to be submitted to shareholders for
approval or (b) adopt, amend or repeal any of the Bylaws of the Corporation. The
designation  of any such  committee,  and the  delegation of authority  thereto,
shall  not  relieve  the  Board of  Directors,  or any  member  thereof,  of any
responsibility imposed by law.





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        4.14 Remuneration.  The directors may be paid their expenses, if any, of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for  attendance  at each meeting of the Board of  Directors,  a stated salary as
director  and/or  such  other  compensation  as may be  fixed  by the  Board  of
Directors.  Members of  special  or  standing  committees  may be  allowed  like
compensation  for  serving  on  committees  of the Board of  Directors.  No such
payments shall  preclude any director from serving the  Corporation in any other
capacity and receiving compensation therefor.

        4.15  Nominations of Directors.  Subject to the rights of holders of any
class  or  series  of stock  having a  preference  over the  common  stock as to
dividends or upon liquidation, or the rights of holders of any debt instruments,
nominations  for the election of directors may be made by the Board of Directors
or committee appointed by the Board of Directors or by any shareholder  entitled
to vote generally in an election of directors. However, any shareholder entitled
to vote  generally in an election of directors  may nominate one or more persons
for  election  as  directors  at a  meeting  only  if  written  notice  of  such
shareholder's  intent to make such  nomination  or  nominations  has been given,
either by personal  delivery or by United  States mail,  postage  prepaid to the
Secretary  of the  Corporation,  which notice is delivered to or received by the
Secretary  not  later  than (i) 120 days  prior to the  anniversary  date of the
mailing of proxy materials by the Corporation in connection with the immediately
preceding  annual meeting of  shareholders of the Corporation or, in the case of
the first  annual  meeting of  shareholders  of the  Corporation  following  the
Reincorporation,  which is expected to be held in May 2001, any such  nomination
by a  shareholder  must be so  delivered  or received no later than the close of
business  on  December  15,  2000,  notwithstanding  any  determination  by  the
Corporation  to schedule such first annual meeting later than May 2001, and (ii)
with respect to an election to be held at a special meeting of shareholders  for
the election of directors,  the close of business on the tenth day following the
date on which notice of such meeting is first given to  shareholders.  Each such
notice  shall set forth:  (a) the name,  age,  business  address  and  residence
address of the  shareholder who intends to make the nomination and of the person
or persons to be nominated;  (b) the  principal  occupation or employment of the
shareholder  submitting the notice and of each person being  nominated;  (c) the
class and number of shares of Corporation stock which are beneficially  owned by
the  shareholder  submitting  the  notice,  by any  person or  entity  who is an
Affiliate  or  Associate  of such  shareholder  (as such  capitalized  terms are
defined in Rule 12b-2 of the Exchange  Act, or any  successor  thereto),  by any
Person who is a member of any group with such  shareholder  with  respect to the
Corporation  stock or who is known by such  shareholder  to be  supporting  such
nominee(s)  on the date the notice is given to the  Corporation,  by each person
being nominated, and by each Person who is in control of, is controlled by or is
under common  control with any of the foregoing  Persons;  (d) a  representation
that the shareholder is a holder of record of stock of the Corporation  entitled
to vote at such  meeting  and  intends  to  appear  in person or by proxy at the
meeting to  nominate  the  person or  persons  specified  in the  notice;  (e) a
description of all  arrangements or  understandings  between the shareholder and
each nominee and any arrangements or understandings  between the shareholder and
each  nominee and any other  person or persons  (naming  such person or persons)
pursuant  to  which  the  nomination  or  nominations  are  to be  made  by  the
shareholder; (f) such other information regarding the shareholder submitting the
notice and each nominee  proposed by such shareholder as would be required to be
included  in a  proxy  statement  filed  pursuant  to  the  proxy  rules  of the
Securities and Exchange Commission; and (g) the consent of each nominee to serve
as a director of the  Corporation  if so elected.  The presiding  officer of the
meeting  may  refuse to  acknowledge  the  nomination  of any person not made in
compliance with the foregoing procedures.





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                               ARTICLE V. OFFICERS


        5.1 Designations.  The officers of the Corporation shall be a President,
a Secretary and a Treasurer appointed by the Board of Directors, as well as such
Executive Vice Presidents, Vice Presidents, Assistant Vice Presidents, Assistant
Secretaries,  Assistant  Treasurers  and such  other  officers  as the  Board of
Directors or the Chairman of the Board and President may designate.  Officers of
the  Corporation  shall be elected for one year by the  directors at their first
meeting  after  the  annual  meeting  of  shareholders,   and  officers  of  the
Corporation  shall hold office until their successors are elected and qualified.
Any two or more  offices may be held by the same  person,  except the offices of
President and Secretary may not be held by the same person.

        5.2 Powers and Duties.  The officers of the Corporation  shall have such
authority  and perform such duties as the Board of Directors  or, in the case of
officers with a title of Vice President or lower,  the Chairman of the Board and
President,  may from time to time  authorize  or  determine.  In the  absence of
action by the Board of Directors or the Chairman of the Board and President,  as
applicable,  the officers shall have such powers and duties as generally pertain
to their respective offices.

        The President shall be the chief executive  officer of the  Corporation,
shall have  general and active  management  of the  business  and affairs of the
Corporation  subject to the  directions  of the Board of  Directors,  and in the
absence of the Chairman of the Board of Directors  shall preside at all meetings
of the shareholders and Board of Directors.

        The Vice President or Vice Presidents  shall assist the President in the
performance  of his duties and may further be assigned  such  specific  areas of
responsibility  and such  specific  duties,  subject to the  supervision  of the
President, as the Board of Directors from time to time shall determine.

        The Secretary,  together with any Assistant Secretary or Secretaries the
Board  decides to appoint  and/or the designee or  designees  of such  officers,
shall have custody of, and  maintain,  all of the corporate  records  except the
financial records;  shall record the minutes of all meetings of the shareholders
and Board of  Directors;  shall  send all  notices  of all  meetings;  and shall
perform such other duties as may be  prescribed by the Board of Directors or the
President.

        The  Treasurer  and/or his designee  shall have custody of all corporate
funds and financial  records,  shall keep full and accurate accounts of receipts
and  disbursements  and  render  accounts  thereof  at the  annual  meetings  of
shareholders  and  whenever  else  required  by the  Board of  Directors  or the
President, and shall perform such other duties as may be prescribed by the Board
of Directors or the President.





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<PAGE>




        5.3  Delegation.  In the  case of  absence  or  inability  to act of any
officer of the  Corporation  and of any person  herein  authorized to act in his
place,  the Board of  Directors  may from time to time  delegate  the  powers or
duties of such officer to any other officer or any director or other person whom
it may select.

        5.4  Vacancies.  Vacancies  in any office  arising from any cause may be
filled by the Board of Directors at any regular or special meeting of the Board.

        5.5 Term - Removal.  The officers of the  Corporation  shall hold office
until their successors are chosen and qualified. Any officer or agent elected or
appointed by the Board of Directors or by the Chairman and the  President may be
removed  at any  time,  with or  without  cause,  by the  affirmative  vote of a
majority  of the whole Board of  Directors,  but such  removal  shall be without
prejudice to the contract rights, if any, of the person so removed.

        5.6 Bonds.  The Board of Directors may, by  resolution,  require any and
all of the officers to give bonds to the Corporation,  with sufficient surety or
sureties,  conditions  for the  faithful  performance  of the  duties  of  their
respective offices, and to comply with such other conditions as may from time to
time be required by the Board of Directors.


                 ARTICLE VI. INDEMNIFICATION, ETC. OF DIRECTORS,
                             OFFICERS AND EMPLOYEES


        6.1  Indemnification.  The Corporation shall provide  indemnification to
its  directors,  officers,  employees,  agents and former  directors,  officers,
employees  and  agents  and to  others  in  accordance  with  the  Corporation's
Certificate of Incorporation.

        6.2 Advancement of Expenses.  Reasonable expenses (including  attorneys'
fees)  incurred  by a  director,  officer  or  employee  of the  Corporation  in
defending any civil,  criminal,  administrative or investigative action, suit or
proceeding described in Section 6.1 may be paid by the Corporation in advance of
the final  disposition  of such action,  suit or proceeding as authorized by the
Board of Directors  only upon receipt of an  undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that the person
is not entitled to be indemnified by the Corporation.

        6.3 Other Rights and Remedies.  The  indemnification  and advancement of
expenses  provided  by, or granted  pursuant  to,  this  Article VI shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement of expenses may be entitled under the  Corporation's  Certificate of
Incorporation, any agreement, vote of shareholders or disinterested directors or
otherwise,  both as to actions in their  official  capacity and as to actions in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a  director,  officer or  employee  and shall  inure to the
benefit of the heirs, executors and administrators of such person.





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        6.4 Insurance.  Upon  resolution  passed by the Board of Directors,  the
Corporation  may purchase and maintain  insurance on behalf of any person who is
or was a director, officer of employee of the Corporation,  or is or was serving
at the request of the corporation as a director,  officer or employee of another
corporation,  partnership, joint venture, trust or other enterprise, against any
liability  asserted  against  him or  incurred  by him in any such  capacity  or
arising out of his status as such, whether or not the Corporation would have the
power to  indemnify  him against  such  liability  under the  provisions  of its
Certificate of Incorporation or this Article VI.

        6.5  Modification.  The duties of the  Corporation  to indemnify  and to
advance expenses to a director,  officer or employee provided in this Article VI
shall be in the  nature of a  contract  between  the  Corporation  and each such
person,  and no  amendment  or repeal of any  provision of this Article VI shall
alter, to the detriment of such person,  the right of such person to the advance
of expenses or indemnification  related to a claim based on an act or failure to
act which took place prior to such amendment or repeal.


                ARTICLE VII. DIVIDENDS; FINANCE; AND FISCAL YEAR

        7.1  Dividends.  Subject to the  applicable  provisions  of the  General
Corporation  Law of the State of Delaware,  dividends  upon the capital stock of
the  Corporation  may be  declared by the Board of  Directors  at any regular or
special  meeting,  and may be paid in cash,  in  property  or in  shares  of the
capital stock of the Corporation.  Before payment of any dividend,  there may be
set aside out of any funds of the  Corporation  available for dividends such sum
or sums as the Board of Directors from time to time, in its absolute discretion,
may  deem  proper  as a  reserve  or  reserves  to  meet  contingencies,  or for
dividends,  or for repairing or maintaining any property of the Corporation,  or
for any other proper  purpose,  and the Board of Directors may modify or abolish
any such reserve.

        7.2  Disbursements.  All  checks  or  demand  for money and notes of the
Corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

        7.3  Depositories.  The monies of the Corporation  shall be deposited in
the name of the Corporation in such financial  institutions,  trust companies or
other entities as the Board of Directors shall designate, and shall be drawn out
only by check or other order for payment of money  signed by such persons and in
such manner as may be determined by resolution of the Board of Directors.

     7.4 Fiscal Year. The fiscal year of the  Corporation  shall end on the 31st
day of December of each year.






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                              ARTICLE VIII. NOTICES

        Except  as  may  otherwise  be  required  by  law,  any  notice  to  any
shareholder or director may be delivered  personally or by mail. If mailed,  the
notice  shall be deemed to have been  delivered  when  deposited  in the  United
States mail, addressed to the addressee at his last known address in the records
of the Corporation, with postage thereon prepaid.


                                ARTICLE IX. SEAL

        The  corporate  seal of the  Corporation  shall be in such form and bear
such  inscription as may be adopted by resolution of the Board of Directors,  or
by usage of the officers on behalf of the Corporation.


                          ARTICLE X. BOOKS AND RECORDS

        The  Corporation  shall keep correct and  complete  books and records of
account and shall keep minutes of meetings and  proceedings of its  shareholders
and Board of Directors (including committees thereof);  and it shall keep at its
registered  office  or  principal  place of  business,  or at the  office of its
transfer agent or registrar, a record of its shareholders,  giving the names and
addresses  of all  shareholders  and the number and class of the shares  held by
each.  Any books,  records and minutes may be in written  form or any other form
capable of being converted into written form within a reasonable time.


                             ARTICLE XI. AMENDMENTS

        11.1  Amendments.  The Board of  Directors  or  shareholders  may adopt,
alter,  amend or repeal these  Amended and Restated  Bylaws of the  Corporation.
Such action by the Board of Directors  shall require the  affirmative  vote of a
majority of the  directors  then in office at any regular or special  meeting of
the Board of  Directors.  Such  action by the  shareholders  shall  require  the
affirmative vote of at least a majority of the then outstanding shares of Common
Stock, as well as such additional vote of the Preferred Stock as may be required
by the provisions of any series thereof.

        11.2  Emergency  Bylaws.  The Board of  Directors  may  adopt  emergency
Bylaws,  subject to repeal or change by action of the shareholders,  which shall
be operative during any national or local emergency.







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                          ARTICLE XII. USE OF PRONOUNS

        Use of the masculine  gender in these Amended and Restated  Bylaws shall
be  considered  to  represent  either  masculine  or  feminine  gender  whenever
appropriate.


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