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                                  Exhibit 3

                                    BYLAWS
                                      OF
                       COMMUNITY FINANCIAL GROUP, INC.


                                  ARTICLE I
                                   OFFICES

1.01.  Registered Office.  The registered office of the Corporation shall be at
401 Church Street, Nashville, Tennessee 37219.

1.02.  Other Offices.  The Corporation may also have offices at other places in
or out of the state of Tennessee as the Board of Directors may determine or as
the business of the Corporation may require.


                                   ARTICLE II
                                  SHAREHOLDERS

2.01.  Place of Meeting.  Meetings of shareholders shall be held at the time
and place, in or out of the State of Tennessee, stated in the notice of the
meetings or in a waiver of notice.

2.02.  Annual Meetings.  An annual meeting of the shareholders shall be held
each year at the registered office of the Corporation or such other place as
the Board of Directors may designate at such time as may be fixed by the Board
of Directors and pursuant to the provisions of law.  If the day is a legal
holiday, then the meeting shall be on the next business day following.  At the
meeting, shareholders shall elect directors and transact other business as may
properly be brought before the meeting.

2.03.  Voting List.  A complete list of shareholders entitled to vote at a
meeting of shareholders shall be maintained in accordance with applicable law.

2.04.  Special Meetings.  Special meetings of the shareholders, for any purpose
or purposes, unless otherwise prescribed by statute or by the Charter, or by
these Bylaws, may be called by Chairman of the Board, the President, the Board
of Directors, or the holders of not less than twenty percent (20%) of all the
shares entitled to vote at the meeting pursuant to the provisions of the
charter.  Business transacted at a special meeting shall be confined to the
purposes stated in the notice of the meeting.

2.05.  Notice.  Written or printed notice, stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten (10) days nor
more than two (2) months before the date of the meeting, either personally or
by mail, by or at the direction of the Chairman of the Board, the President,
the Secretary, or the officer or person calling the meeting, to each
shareholder of record entitled to vote at the meeting.

2.06.  Quorum.  The holders of a majority of the shares issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
be requisite and shall constitute a quorum at meetings of the shareholders for
the transaction of business except as otherwise provided by statute, by the
Charter or by these Bylaws.  If a quorum is not present or represented at a
meeting of the shareholders, the shareholders entitled to vote, present in
person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum is present or represented, and any business may be transacted at the
reconvened meeting which might have been transacted at the meeting as
originally notified.

2.07.  Majority Vote.  When a quorum is present at a meeting, the vote of the
holders of a majority of the shares having voting power, present in person or
represented by proxy, shall decide any question brought before the meeting,
unless the question is the election of directors or one on which, by express
provision of the statutes, the Charter, or these Bylaws, a higher vote is
required, in which case the express provision shall govern.  There shall be no
cumulative voting by the shareholders on any matter.


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2.08.  Method of Voting.  Each outstanding share shall be entitled to one vote
on each matter submitted to a vote at a meeting of shareholders, except to the
extent that the voting rights of the shares are limited or denied by the
Charter.  At any meeting of the shareholders, every shareholder having the
right to vote may vote either in person, or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact.  No proxy shall be
valid after eleven months from the date of its execution, unless otherwise
provided in the proxy.  Each proxy shall be revocable unless expressly provided
therein to be irrevocable and unless otherwise made irrevocable by law.  Each
proxy shall be filed with the Secretary of the Corporation prior to or at the
time of the meeting.  Voting for directors shall be in accordance with Section
3.06 of these Bylaws.  Any vote may be taken by voice or by show of hands
unless someone entitled to vote objects, in which case written ballots shall be
used.

2.09.  Record Date; Closing Transfer Books.  The Board of Directors may fix in
advance a record date for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of the shareholders, the record date to be
not more than seventy (70) days prior to the meeting; or the Board of Directors
may close the stock transfer books for such purpose for a period of not more
than seventy (70) days prior to such meeting.  In the absence of any action by
the Board of Directors, the date upon which the notice of the meeting is mailed
shall be the record date.

2.10.  Action Without Meeting.  Any action required by statute to be taken at a
meeting of the shareholders, or any action which may be taken at a meeting of
the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote.  The affirmative vote of the number of shares that would be
necessary to authorize or take such action at a meeting is the act of the
shareholders.  The consent may be in more than one counterpart so long as each
shareholder signs one of the counterparts.  The signed consent, or a signed
copy shall be placed in the minute book.


                                  ARTICLE III
                                   DIRECTORS

3.01.  Management.  The business and affairs of the Corporation shall be
managed by the Board of Directors who may exercise all powers of the
Corporation and do all such lawful acts and things as are not (by statute or by
the Charter or by these Bylaws) directed or required to be exercised or done by
the shareholders.

3.02.  Number; Qualification; Term.  The Board of Directors shall consist of at
least five (5) but no more than twenty-five (25) directors.  The number of
directors serving initially shall be nine (9).  At least three-fourths (3/4) of
the directors shall be citizens of the United States; at least two-thirds (2/3)
shall be residents of Tennessee or reside within 25 miles of the main office of
the Corporation, and a majority shall reside within 100 miles of the main
office of the Corporation.  Each Director elected shall hold office until his
successor shall be duly elected and shall qualify.

3.03.  Change in Number.  The minimum or maximum number of Directors may be
increased or decreased from time to time by amendment to these Bylaws (subject
to any maximum number of Directors as provided by the Charter) but no decrease
shall have the effect of shortening the term of any incumbent Director.

3.04.  Removal.  The Directors may remove one (1) or more directors for cause
as provided in the Charter.

3.05.  Vacancies.  Any vacancy occurring in the Board of Directors, whether by
death, resignation, removal, creation of new directorship, or otherwise, may be
filled by an affirmative vote of a majority of the remaining Directors even
though the Directors remaining in office constitute fewer than a quorum of the
Board of Directors.  A Director elected to fill a vacancy shall hold office
until the next annual election of Directors and until his successor is duly
elected and qualified.

3.06.  Election of Directors.  Except as otherwise provided in Sections 3.03
and 3.05, Directors shall be elected by a plurality vote at the annual meeting
of the shareholders.  At each such election of directors, every shareholder
entitled to vote at such election shall have the right to vote, in person or by
proxy the number of shares owned by him for as many persons as there are
directors to be elected and for whose election he has a right to vote.


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3.07.  Place of Meetings.  Meetings of the Board of Directors, regular or
special, may be held in or out of the state of incorporation.

3.08.  Annual Meetings.  The annual meeting of a newly elected Board shall be
held without further notice immediately following the annual meeting of
shareholders, and at the same place, unless the time or place is changed by the
Chairman of the Board or the President with the consent of a majority of the
Directors then elected and serving.

3.09.  Regular Meetings.  Regular meetings of the Board of Directors may be
held without notice at such time and place as shall from time to time be
determined by the Board.

3.10.  Special Meetings.  Special meetings of the Board of Directors may be
called by the Chairman of the Board or the President on two (2) days' notice to
each Director, either personally or by mail or by telegram.  Special meetings
shall be called by the President or Secretary in like manner and on like notice
on the written request of two (2) Directors.  Except as otherwise expressly
provided by statute, the Charter or these Bylaws, neither the business to be
transacted at, nor the purpose of, any special meeting need be specified in a
notice or waiver of notice.

3.11.  Quorum; Majority Vote.  At meetings of the Board of Directors a majority
of the number of Directors then serving shall constitute a quorum for the
transaction of business.  The act of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors, except as otherwise specifically provided by statute, the Charter or
these Bylaws.  If a quorum is not present at a meeting of the Board of
Directors, the Directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum is
present.

3.12.  Compensation.  By resolution of the Board of Directors, 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 or a stated salary as Director, or a combination of salary
and attendance fees.  No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.

3.13.  Procedure.  The Board of Directors shall keep regular minutes of its
proceedings.  The minutes shall be placed in the minute book of the
Corporation.

3.14.  Action Without Meeting.  Any action required or permitted to be taken at
a meeting of the Board of Directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, is signed by all the members of
the Board of Directors.  The affirmative vote of the number of directors that
would be necessary to authorize or take such action at a meeting is the act of
the Board of Directors.  The signed consent, or a signed copy, shall be placed
in the minute book.  The consent may be in more than one counterpart so long as
each Director signs one of the counterparts.

3.15. Committees of the Board.  There shall be an Audit Committee consisting of
at least three (3) members of the Board of Directors appointed by the Board,
none of whom are active officers of the Corporation.  The committee shall meet
once each year, or more often if required by the Chairman of the Board or
President and shall examine, or cause to be examined, such books, assets and
securities of the Corporation as it deems necessary or proper, or as it may be
directed to examine.  A record shall be kept of all such examinations, which
shall be certified by the committee serving, and presented to the Board of
Directors at its next meeting.  The Audit Committee shall state whether the
Corporation is in a sound and solvent condition, whether adequate internal
audit controls and procedures are being maintained, and shall recommend to the
Board such changes as shall be deemed advisable.  The Audit Committee, upon its
own recommendation and with the approval of the Board of Directors, may employ
a qualified firm of certified public accountants to make the examination and
audit of the Corporation.  If such a procedure is followed, the one annual
examination and audit by such firm of accountants and the presentation of its
report to the Board of Directors, shall be deemed sufficient to comply with the
requirements of the Audit Committee.

     The Board of Directors may appoint, from time-to-time, other committees,
for such purposes and with such powers as the Board may  determine.  Unless
otherwise specified by the Board or these Bylaws, a majority of the committee
members will constitute a quorum of any Board appointed committee.


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                                   ARTICLE IV
                                     NOTICE

4.01.  Method.  Whenever by statute, the Charter, these Bylaws, or otherwise,
notice is required to be given to a Director, Committee Member, or Shareholder,
and no provision is made as to how the notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given: (a) in
writing, by mail, postage prepaid, addressed to the Director, Committee Member,
or Shareholder at the address appearing on the books of the Corporation; or (b)
in any other method permitted by law.  Any notice required or permitted to be
given by mail shall be deemed given at the time when the same is thus deposited
in the United States mails.

4.02.  Waiver.  Whenever, by statute or the Charter or these Bylaws, notice is
required to be given to a Shareholder, Committee Member, or Director, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice.  Attendance at a meeting shall constitute a waiver of
notice of such meeting, except where a person attends for the express purpose
of objecting to the transaction of any business of the ground that the meeting
is not lawfully called or convened.


                                   ARTICLE V
                              OFFICERS AND AGENTS

5.01.  Number, Qualification; Election; Term.

         a. The Corporation shall have: (1) a Chairman of the Board, a
            President and a Secretary; and (2) such other officers (including
            additional Vice Presidents) and assistant officers and agents as
            the Board of Directors may deem appropriate.

         b. Officers of the Corporation shall not be required to be
            shareholders of the Corporation.  Officers need not be members of
            the Board of Directors.

         c. Officers named in Bylaw 5.01(a)(1) shall be elected by the Board
            of Directors on the expiration of an officer's term or whenever a
            vacancy exists.  Officers and agents named in Bylaw 5.01(a)(2) may
            be elected by the Board at any meeting, whether regular or special.

         d. Unless otherwise specified by the Board at the time of his
            election or appointment, or in an employment contract approved by
            the Board, each officer's and agent's term shall end at the first
            meeting of Directors after the next annual meeting of shareholders.
            He shall serve until the end of his term or, if earlier, his
            death, resignation, or removal.

         e. Any two (2) or more offices, other than the offices of President
            and Secretary, may be held by the same person.

5.02.  Removal.  Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its judgment the
best interest of the Corporation will be served thereby.  Such removal shall be
without prejudice to the contract rights, if any, of the person so removed.
Election or appointment of an officer or agent shall not of itself create
contract rights.

5.03.  Vacancies.  Any vacancy occurring in any office of the Corporation (by
death, resignation, removal or otherwise) may be filled by the Board of
Directors.

5.04.  Authority.  Officers and agents shall have such authority and perform
such duties in the management of the Corporation as are provided in these
Bylaws or as may be determined by resolution of the Board of Directors not
inconsistent with these Bylaws.

5.05.  Compensation.  The compensation of officers and agents shall be fixed
from time to time by the Board of Directors.


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5.06.  Chairman of the Board.  The Chairman of the Board shall preside at all
meetings of the shareholders and Directors, and shall be an ex-officio member
of all committees, except the audit committee.  The Chairman of the Board shall
be the Chief Executive officer of the Corporation.

5.07  President.  If the Chairman of the Board is absent, the President shall
preside at meetings of the shareholders and meetings of the Board of Directors.
The President shall have general and active management of the business and
affairs of the Corporation subject to the supervision of the Chief Executive
Officer; and shall see that all orders and resolutions of the Board are carried
into effect.  He shall serve as an ex-officio member of the Board of all
committees, except the audit committee, and shall perform such other duties and
have such other authority and powers as the Chief Executive Officer or the
Board of Directors may from time to time prescribe.

5.08.  Vice Presidents.  Vice Presidents may be designated as "Executive Vice
President," "Senior Vice President" or such other designation as the Board of
Directors may from time-to-time determine.  The Vice Presidents in the order of
their seniority, unless otherwise determined by the Board of Directors, shall,
in the absence or disability of the Chief Executive Officer, perform the duties
and have the authority and exercise the duties and powers of the Chief
Executive Officer.  They shall perform such other duties and have such other
authority and powers as the Board of Directors may from time to time prescribe
or as the Chief Executive Officer may from time to time delegate.

5.09.  Secretary.

         a. The Secretary shall attend all meetings of the Board of
            Directors and all meetings of the shareholders and record all
            votes, actions and the minutes of all proceedings in a book kept
            for that purpose and shall perform like duties for the executive
            and other committees when required.

         b. She shall give, or cause to be given, notice of all meetings of
            the shareholders and special meetings of the Board of Directors.

         c. She shall be under the supervision of the Chairman of the Board
            and the President.  She shall perform such other duties and have
            such other authority and powers as the Board of Directors may from
            time to time prescribe or as the Chairman of the Board or the
            President may from time to time delegate.

5.10.  Assistant Secretary.  The assistant Secretaries, if any, in the order of
their seniority, unless otherwise determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and have the
authority and exercise the powers of the Secretary.  They shall perform such
other duties and have such other powers as the Board of Directors may from time
to time or as the President may from time to time delegate.

5.11.  Vacancies.  If the office of the Chairman of the Board, President, Vice
President, Secretary or Assistant Secretary becomes vacant by reason of death,
resignation or removal, the Board of Directors shall elect a successor who
shall hold office for the unexpired term, and until his successor is elected.


                                   ARTICLE VI
                         CERTIFICATES AND SHAREHOLDERS

6.01.  Certificates.  Certificates in the form determined by the Board of
Directors shall be delivered representing all shares to which shareholders are
entitled.  Certificates shall be consecutively numbered and shall be entered in
the books of the Corporation as they are issued.  Each certificate shall state
on its face the holder's name, the number and class of shares, the par value of
shares or a statement that such shares are without par value, and such other
matters as may be required by law, and may be sealed with the seal of the
Corporation or a facsimile thereof.

6.02.  Issuance.  Shares (both treasury and authorized but unissued) may be
issued for such consideration (not less than par value) and to such persons, as
the Board of Directors may determine from time to time.  Shares may not be
issued until the full amount of the consideration, fixed as provided by law,
has been paid.


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6.03.  Payment of Shares.

         a. Kind.  The consideration for the issuance of shares shall
            consist of money paid, labor done (including services actually
            performed for the corporation) or property (tangible or intangible)
            actually received.  Neither promissory notes nor the promise of
            future services shall constitute payment for shares.

         b. Valuation.  In the absence of fraud in the transaction, the
            judgment of the Board of Directors as to the value of consideration
            received shall be conclusive.

         c. Effect.  When consideration, fixed as provided by law, has been
            paid, the shares shall be deemed to have been issued and shall be
            considered fully paid and nonassessable.

6.04.  Subscriptions.  Unless otherwise provided in the subscription agreement,
subscriptions for shares, whether made before or after organization of the
Corporation, shall be paid in full at such time or in such installments and at
such times as shall be determined by the Board of Directors.  Any call made by
the Board of Directors for payment on subscriptions shall be uniform as to all
shares of the same series.  In case of default in the payment on any
installment or call when payment is due, the Corporation may proceed to collect
the amount due in the same manner as any debt due to the Corporation.

6.05.  Lost, Stolen or Destroyed Certificates.  The Corporation shall issue a
new certificate in place of any certificate for shares previously issued if the
registered owner of the certificate:

         a. Claim.  Makes proof in affidavit form that it has been lost,
            destroyed or wrongfully taken; and

         b. Timely Request.  Requests the issuance of a new certificate
            before the Corporation has notice that the certificate has been
            acquired by a purchaser for value in good faith and without notice
            of an adverse claim; and

         c. Bond.  Gives a bond in such form, and with such surety or
            sureties, with fixed or open penalty, as the Corporation may
            direct, to indemnify the Corporation (and its transfer agent and
            registrar, if any) against any claim that may be made on account of
            the alleged loss, destruction or theft of the certificate; and

         d. Other Requirements.  Satisfies any other reasonable requirements
            imposed by the Corporation.  When a certificate has been lost,
            apparently destroyed or wrongfully taken, and the holder of record
            fails to notify the corporation within a reasonable time after he
            has notice of it, and the Corporation registers a transfer of the
            shares represented by the certificate before receiving such
            notification, the holder of record is precluded from making any
            claim against the Corporation for the transfer or for a new
            certificate.

6.06.  Registration of Transfer.  The Corporation shall register the transfer
of a certificate for shares presented to it for transfer if:

         a. Endorsement.  The certificate is properly endorsed by the
            registered owner or by his duly authorized attorney; and

         b. Guarantee and Effectiveness of Signature.  The signature of such
            person has been guaranteed by a commercial bank or by the President
            of the Corporation, or by such other officer of the Corporation as
            shall have been designated by the Board of Directors, and
            reasonable assurance is given that such endorsements are effective.

6.07.  Registered Owner.  Prior to due presentment for registration of transfer
of a certificate for shares, the Corporation may treat the registered owner as
the person exclusively entitled to vote, to receive notices and otherwise to
exercise all rights and powers of a shareholder.



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                                  ARTICLE VII
                               GENERAL PROVISIONS

7.01.  Dividends and Reserves.

         a. Declaration and Payment.  Subject to statue and the Charter,
            dividends 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 Corporation.  The declaration and payment shall be at
            the discretion of the Board of Directors.

         b. Record Date.  The Board of Directors may fix in advance a record
            date for the purpose of determining shareholders entitled to
            receive payment of any dividend.  In the absence of any action by
            the Board of Directors, the date upon which the Board of Directors
            adopts the resolution declaring the dividend shall be the record
            date.

         c. Reserves.  By resolution the Board of Directors may create such
            reserve or reserves out of available cash of the Corporation as the
            Directors from time to time, in their discretion, think proper to
            provide for contingencies, or to equalize dividends, or to repair
            or maintain any property of the Corporation, or for any other
            purpose they think beneficial to the Corporation.  The Directors
            may modify or abolish any such reserve in the manner in which it
            was created.

7.02.  Books and Records.  The corporation 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 shares held by each.

7.03.  Checks and Notes.  Checks, demands for money, and notes of the
Corporation shall be signed by the officer(s) or other person(s) designated
from time to time by the Board of Directors.

7.04.  Fiscal Year.  The fiscal year of the Corporation shall be the calendar
year.

7.05.  Resignation.  A Director, officer or agent may resign by giving written
notice to the Chairman of the Board, the President or the Secretary.  The
resignation shall take effect at the time specified in it, or immediately if no
time is specified.  Unless it specifies otherwise, a resignation takes effect
without being accepted.

7.06.  Amendment of Bylaws.

         a. These Bylaws may be altered, amended, or repealed at any meeting
            of the Board of Directors at which a quorum is present, by the
            affirmative vote of a majority of the Directors of the Corporation,
            provided notice of the proposed alteration, amendment or repeal is
            contained in the notice of the meeting.

         b. These Bylaws may also be altered, amended or repealed at any
            meeting of the shareholders at which a quorum is present or
            represented, by the affirmative vote of the holders of two-thirds
            (2/3) of the shares of the Corporation entitled to vote thereon,
            provided notice of the proposed alteration, amendment or repeal is
            contained in the notice of the meeting.

7.07.  Construction.  Whenever the context so requires, the masculine shall
include the feminine and neuter, and the singular shall include the plural, and
conversely.  If any portion of these Bylaws shall be invalid or inoperative,
then, so far as is reasonable and possible:

         a. The remainder of these Bylaws shall be considered valid and
            operative; and

         b. Effect shall be given to the intent manifested by the portion
            held invalid or inoperative.

7.08.  Table of Contents; Heading.  The table of contents and headings are for
organization, convenience and clarity.  In interpreting these Bylaws, they
shall be subordinated in importance to the other written material.

7.09.  Relation to Charter.  These Bylaws are subject to, and are governed by
the Charter.



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                                  ARTICLE VIII
                                   INDEMNITY

8.01.  Liability of Officers and Directors.  No person shall be liable to the
Corporation for any loss or damage suffered by it on account of any action
taken or omitted to be taken by him as a director or officer of the Corporation
in good faith, if such person exercised or used the same degree of care and
skill as a prudent man would have exercised or used in the circumstances in the
conduct of his own affairs.

8.02.  Indemnification of Officers and Directors.  The Corporation shall
indemnify to the fullest extent permitted by law any and all persons who may
serve or who have served at any time as directors or officers, or who at the
request of the Board of Directors of the Corporation may serve or at any time
have served as directors or officers of another corporation in which the
Corporation at such time owned or may own shares of stock or of which it was or
may be a creditor, and their respective heirs, administrators, successors, and
assigns, against any and all expenses, including amounts paid upon judgments,
counsel fees, and amounts paid in settlement (before or after suit is
commenced), actually and necessarily incurred by such persons in connection
with the defense or settlement of any claim, action, suit, or proceeding in
which they, or any of them, are made parties, or a party, or which may be
asserted against them or any of them, by reason of being or having been
directors or officers or a director or officer of the Corporation, or of such
other corporation, except in relation to matters as to which any such director
of officer or former director or officer or person shall be adjudged in any
action, suit, or proceeding to be liable for his own negligence or misconduct
in the performance of his duty.  Such indemnification shall be in addition to
any other rights to which those indemnified may be entitled under any law,
bylaw, agreement, vote of shareholders, or otherwise.


                                   ARTICLE IX
                        CONTRACTS, DEPOSITS AND PROXIES

9.01.  Execution of Contracts, etc.  Except as otherwise required by law or by
these Bylaws, all the executive officers of the Corporation shall have power to
execute and deliver any deeds, contracts, mortgages, bonds, debentures and
other documents for and in the name of the Corporation.  The Board may
authorize any other officer or officers or agents to execute and deliver any
contract or other instrument in the name and on behalf of the Corporation, and
this authority may be general or confined to such specific instances as the
Board may by resolution determine.

9.02.  Deposits.  All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation or otherwise as
the Board or the Chief Executive Officer shall direct in such banks, trust
companies, or other depositories as the Board may select or as may be selected
by any executive officer.  For the purpose of deposit and for the purpose of
collection for the account of the Corporation, checks, drafts and other orders
for the payment of money which are payable to the order of the Corporation may
be endorsed, assigned, and delivered by any executive officer or other officer
or agent of the Corporation.

9.03.  Proxies in Respect to Stock or Other Securities of Other Corporations.
Unless otherwise provided by resolution adopted by the Board, the Chief
Executive Officer, the President, or a Vice President may from time to time
appoint an attorney or attorneys or agent or agents of the Corporation to
exercise in the name and on behalf of the Corporation the powers and rights
which the Corporation may have as the holder of stock or other securities in
any other corporation to vote or consent in respect to such stock or other
securities; the Chief Executive Officer, the President, or a Vice President may
instruct the person or persons so appointed as to the manner of exercising such
powers and rights; and the Chief Executive Officer, the President, or a Vice
President may execute or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal, or otherwise, all such written
proxies, powers of attorney or other instruments as he may deem necessary or
proper in order that the Corporation may exercise its powers and rights.




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                            CERTIFICATE OF ADOPTION

The foregoing Bylaws of the Corporation have been duly adopted this 19th day of
December , 1995,  by action of the Board of Directors of the Corporation
pursuant to the laws of this State.
IN TESTIMONY THEREOF, witness the hand of the undersigned as Secretary of the
Corporation on such date.

                                        /s/ Joan B. Marshall
                                        -------------------------------
                                        Joan B. Marshall, Secretary







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