BYLAWS
 
 OF
 
 NORWOOD
FINANCIAL CORP.
 as
amended
 
 
 ARTICLE
I.  OFFICES
 
 1.1  Registered Office and
Registered Agent.  The registered office of Norwood Financial
Corp. (the "Company") shall be located in the Commonwealth of Pennsylvania at
such place as may be fixed from time to time by the board of directors of the
Company (the "Board" or "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 Company may have other offices within or outside
the Commonwealth of Pennsylvania at such place or places as the Board of
Directors may from time to time determine.
 
 ARTICLE
II.  STOCKHOLDERS' MEETING
 
 2.1  Meeting
Place.  All meetings of the stockholders shall be held at the
principal place of business of the Company, or at such other place within or
without the Commonwealth of Pennsylvania as shall be determined by the Board of
Directors and stated in the notice of such meeting.
 
 2.2  Annual Meeting
Time.  The annual meeting of the stockholders 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 may be
determined by the Board of Directors and stated in the notice of such
meeting.
 
 2.3  Organization and
Conduct.  Each meeting of the stockholders shall be presided
over by the Chairman of the Board, or in the Chairman's absence by the
President, or if neither the Chairman nor the President is present, by any Vice
President.  The Secretary, or in the Secretary's absence a temporary
Secretary, shall act as secretary of each meeting of the
stockholders.  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
stockholders, 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 shall be deemed appropriate by such
chairman in the chairman's sole discretion.
 
 2.4  Notice.
 
 (a)  Notice of the date,
time, and place of, and the general business to be conducted at, an annual or
special meeting of stockholders shall be given by delivering personally, by
facsimile transmission, or by mailing a written or printed notice of the same,
at least ten (10) days prior to the meeting, to each stockholder of record
entitled to vote at such meeting.  When any stockholders' meeting,
either annual or special, is adjourned and a new record date is fixed for an
adjourned meeting of stockholders, 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
unless new business is to be transacted thereat or a
   1
  new
record date is fixed therefor, other than an announcement at the meeting at
which such adjournment is taken.
 
 2.5  Voting
Lists.  The officer or agent having charge of the transfer
books for shares of the Company shall make a complete list of the shareholders
entitled to vote at any meeting of shareholders, arranged in alphabetical order,
with the address of and the number of shares held by each.  The list
shall be produced and kept open at the time and place of the meeting and shall
be subject to inspection of any shareholder during the whole time of the meeting
for the purposes thereof.
 
 2.6  Quorum.  Except
as otherwise required by law:
 
 (a)  A quorum at any annual
or special meeting of stockholders shall consist of stockholders representing,
either in person or by proxy, a majority of the outstanding capital stock of the
Company entitled to vote at such meeting without regard to any shares for which
a broker indicates on a proxy that it does not have discretionary authority as
to such shares to vote on such matter ("Broker Non-votes").
 
 (b)  The votes of a majority
of those present, without regard to Broker Non-votes or votes of abstention, at
any properly called meeting or adjourned meeting of stockholders, at which a
quorum as defined above is present, shall be sufficient to transact business,
unless such greater vote is required by these Bylaws, the Articles of
Incorporation, or the laws of the Commonwealth of Pennsylvania.
 
 2.7  Voting of
Shares.
 
 (a)  Except as otherwise
provided in these Bylaws or to the extent that voting rights of the shares of
any class or classes are limited or denied by the Articles of Incorporation,
each stockholder, on each matter submitted to a vote at a meeting of
stockholders, shall have one vote for each share of capital stock registered in
such person's name on the books of the Company.
 
 (b)  Directors are to be
elected by a plurality of votes cast by the shares entitled to vote in the
election of directors at a meeting at which a quorum is
present.  Stockholders shall not be permitted to cumulate their votes
for the election of directors.  If, at any meeting of the
stockholders, due to a vacancy or vacancies or otherwise, directors of more than
one class of the Board of Directors are to be elected, each class of directors
to be elected at the meeting shall be elected in a separate election by a
plurality vote.
 
 2.8  Fixing Record
Date.  The Board of Directors may fix a time prior to the date
of any meeting of shareholders as a record date for the determination of the
shareholders entitled to notice of, or to vote at, the meeting, which time,
except in the case of an adjourned meeting, shall be not more than 90 days prior
to the date of the meeting of shareholders.  Only shareholders of
record on the date fixed shall be so entitled notwithstanding any transfer of
shares on the books of the Company after any record date fixed as provided in
this subsection.  The Board of Directors may similarly fix a record
date for the determination of shareholders of record for any other
purpose.  When a determination of shareholders of record has been made
as provided in this section for purposes of a meeting, the determination shall
apply to any adjournment thereof unless the Board fixes a new record date for
the adjourned meeting.
 
 2.9  Proxies.  A
stockholder may vote either in person or by proxy executed or authenticated by
the stockholder, or such person's duly authorized attorney-in-fact and filed
with or transmitted to the Secretary or his designated agent.  A
stockholder or his duly authorized attorney-in-fact may execute or authenticate
a writing or transmit an electronic message authorizing another to act for him
by proxy.  A telegram, telex, cablegram, datagram, email, telephone or
internet communication, or other means of electronic transmission from a
shareholder or attorney-in-fact, or a photographic, facsimile, or similar
reproduction of a writing
 
 
 2
 
 executed
by a shareholder or attorney-in-fact may be treated as properly executed or
authenticated for purposes of this section and shall be so treated if it sets
forth or utilizes a confidential and unique identification number or other mark
furnished by the Company to the shareholder for the purposes of a particular
meeting or transaction.  No proxy shall be valid after three years
from the date of its execution, unless otherwise provided in the
proxy.
 
 2.10  Voting of Shares in the Name
of Two or More Persons.  Where shares are held jointly or as
tenants in common by two or more persons as fiduciaries or otherwise, if only
one or more of such persons is present in person or by proxy, all of the shares
standing in the names of such persons shall be deemed to be represented for the
purpose of determining a quorum and the Company shall accept as the vote of all
such shares the votes cast by such person or a majority of them and if in any
case such persons are equally divided upon the manner of voting the shares held
by them, the vote of such shares shall be divided equally among such persons,
without prejudice to the rights of such joint owners or the beneficial owners
thereof among themselves, except that, if there shall have been filed with the
Secretary of the Company a copy, certified by an attorney-at-law to be correct,
of the relevant portions of the agreements under which such shares are held or
the instrument by which the trust or estate was created or the decree of court
appointing them, or of a decree of court directing the voting of such shares,
the persons specified as having such voting power in the latest such document so
filed, and only such persons, shall be entitled to vote such shares but only in
accordance therewith.
 
 2.11  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 such person, either in person
or by proxy, without a transfer of such shares into such person's
name.  Shares standing in the name of a trustee may be voted by the
trustee, either in person or by proxy.  Shares standing in the name of
a receiver may be voted by such receiver without the transfer thereof into the
receiver's 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 or nominee, and thereafter the pledgee or nominee shall be entitled to
vote the shares so transferred.
 
 2.12  Inspectors.  For
each meeting of stockholders, the Board of Directors may appoint the inspectors
of election.  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 may be appointed at the meeting
by the chairman thereof.  The number of inspectors shall be one or
three.  Except for such duties as may be designated in the Articles of
Incorporation to another person, such inspectors determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, the authenticity, validity, and effect of proxies,
receive votes or ballots, hear and determine all challenges and questions in any
way arising in connection with the right to vote, count and tabulate all votes,
determine the result and do such acts as may be proper to conduct the election
or vote with fairness to all shareholders.  If there are three
inspectors, the decision, act, or certificate of a majority shall be effective
in all respects as the decision, act, or certificate of
all.  Inspectors need not be stockholders.
 
 2.13  Action By Shareholders
Without a Meeting.  Action required to be taken or which may be
taken at any annual or special meeting of stockholders of the Company may be
taken without a meeting as set forth in the Articles of Incorporation, which
provisions are incorporated herein with the same effect as if they were set
forth herein.
   3
 
 ARTICLE
III. CAPITAL STOCK
 
 3.1  Certificates.  The
shares of the Company’s capital stock may be represented by certificates or
uncertificated.  Certificates of stock shall be issued in numerical
order, and shall be signed by the President or a Vice President, and the
Secretary or the Treasurer, and may be sealed with the seal of the Company or a
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 Company itself or an employee of the
Company.  If an officer who has signed or whose facsimile signature
has been placed upon such certificate ceases to be an officer of the Company
before the certificate is issued, it may be issued by the Company with the same
effect as if the person were an officer on the date of issue.  Each
certificate of stock shall state:
 
 (a)  that
the Company is incorporated under the laws of the Commonwealth of
Pennsylvania;
 
 (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;
 
 (d)  the
par value of each share represented by such certificate, or a statement that
such shares are without par value; and
 
 (e)  that the Company will
furnish to any shareholder upon request and without charge, a full statement of
the designations, preferences, limitations, and relative rights of each class
authorized to be issued.
 
 3.2.  Uncertificated
Shares.  The Board of Directors may authorize the issuance of
uncertificated shares by the Company, and may prescribe procedures for the
issuance and registration of transfer thereof, and with respect to such other
matters relating to uncertificated shares as the Board of Directors may deem
appropriate.  No such authorization shall affect previously issued and
outstanding shares represented by certificates until such certificates shall
have been surrendered to the Company.  Within a reasonable time after
the issuance or transfer of any uncertificated shares, the Company shall issue
or cause to be issued to the holder of such shares a written statement of the
information required to be included on stock certificates under the laws of the
Commonwealth of Pennsylvania and these Bylaws.  Notwithstanding the
adoption of any resolution providing for uncertificated shares, each registered
holder of stock represented by uncertificated shares shall be entitled, upon
request to the custodian of the stock transfer books of the Company, or other
person designated as the custodian of the records of uncertificated shares, to
have physical certificates representing such shares registered in such holder’s
name.
 
 3.3  Transfers.
 
 (a)  Transfers
of stock shall be made only upon the stock transfer books of the Company, kept
at the registered office of the Company or at its principal place of business,
or at the office of its transfer agent or registrar and, in the case of
certificated shares, 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.
    4
 
 (b)  Certificated
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 certificated stock shall be transferred on
the books of the Company until the outstanding certificates therefor have been
surrendered to the Company.
 
 3.4  Registered
Owner.  Registered stockholders shall be treated by the Company
as the holders in fact of the stock standing in their respective names and the
Company 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 below or by
the laws of the Commonwealth of Pennsylvania.  The Board of Directors
may adopt by resolution a procedure whereby a stockholder of the Company may
certify in writing to the Company that all or a portion of the shares registered
in the name of such stockholder are held for the account of a specified person
or persons.  The resolution shall set forth:
 
 (a)  The classification of
stockholders who may certify;
 
 (b)  The purpose or purposes
for which the certification may be made;
 
 (c)  The form of
certification and information to be contained therein;
 
 (d)  If the certification is
with respect to a record date or closing of the stock transfer books, the date
within which the certification must be received by the Company; and
 
 (e)  Such other provisions
with respect to the procedure as are deemed necessary or desirable.
 
 Upon receipt by the Company of a
certification complying with a resolution meeting the above requirements, the
persons specified in the certification shall be deemed, for the purpose or
purposes set forth in the certification, to be the holders of record of the
number of shares specified in place of the stockholder making the
certification.
 
 3.5  Mutilated, Lost, or
Destroyed Certificates.  In case of any mutilation, loss, or
destruction of any certificate of stock, another may be issued in its place upon
receipt of proof of such mutilation, loss, or destruction.  The Board
of Directors may impose conditions on such issuance and may require the giving
of a satisfactory bond or indemnity to the Company in such sum as the Board
might determine, or the Board may establish such other procedures as it deems
necessary.
 
 3.6  Fractional Shares or
Scrip.  The Company may (a) issue fractions of a share which
shall entitle the holder a proportional interest to exercise voting rights, to
receive dividends thereon, and to participate in any of the assets of the
Company 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 to holder to receive a certificate for a full share upon the
surrender of such scrip aggregating a full share.
 
 3.7  Shares of Another
Company.  Shares owned by the Company 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 Company.
   5
 
 ARTICLE
IV.  BOARD OF DIRECTORS
 
 4.1  Number and
Powers.  The management of all the affairs, property, and
interest of the Company shall be vested in a Board of Directors.  The
Board of Directors shall be divided into three classes as nearly equal in number
as possible.  The initial Board of Directors shall consist of nine (9)
persons.  The classification and term of the directors shall be as set
forth in the Articles of Incorporation, which provisions are incorporated herein
with the same effect as if they were set forth herein.  Directors must
own no less than twelve (12) shares of the voting stock of the
Company.  Such shares shall be kept on deposit in the vault of the
Company.  Any director shall cease to act when no longer holding such
shares, which fact shall be reported to the Board by the Secretary, whereupon
the Board shall declare the seat of such director vacant.  Directors
need not be residents of the Commonwealth of Pennsylvania.  In
addition to the powers, authorities, and duties expressly conferred upon it by
these Bylaws and the Articles of Incorporation, the Board of Directors may
exercise all such powers of the Company and do all such lawful acts and things
as are not by statute or by the Articles of Incorporation or by these Bylaws
directed or required to be exercised or done by the stockholders.
 
 In discharging the powers and duties of
their respective positions, the Board of Directors, committees of the Board of
Directors, and individual directors may, in considering the best interests of
the Company, consider to the extent they deem appropriate the effects of any
action upon any and all groups affected by such action, including stockholders,
employees, suppliers, customers, and creditor of the Company, and upon the
communities in which offices or other establishments of the Company are located;
the short-term and long-term interests of the Company; the resources, intent,
and conduct (past, stated, and potential) of any person seeking to acquire
control of the Company; and any and all other factors, provided however, the
Board of Directors, committees of the Board of Directors, or any individual
director shall not be required, in considering the best interests of the Company
or the effects of any action, to regard any interest or interests of any
particular group affected by the action as a dominant or controlling interest or
factor.
 
 4.2  Change of
Number.  The number of directors may at any time be increased
or decreased by a vote of two-thirds of the Board of Directors, provided that no
decrease shall have the effect of shortening the term of any incumbent director
except as provided in Sections 4.4 and 4.5
hereunder.  Notwithstanding anything to the contrary contained within
these Bylaws, the number of directors may neither be less than five nor more
than 15.
 
 4.3  Resignation.  Any
director may resign at any time by sending a written notice of such resignation
to the home office of the Company addressed to the Chairman or the
President.  Unless otherwise specified therein, such resignation shall
take effect upon receipt thereof by the Chairman or the President.
 
 4.4  Vacancies.  All
vacancies in the Board of Directors shall be filled in the manner provided in
the Articles of Incorporation, which provisions are incorporated herein with the
same effect as if they were set forth herein.
 
 4.5  Removal of
Directors.  Directors may be removed in the manner provided in
the Articles of Incorporation, which provisions are incorporated herein with the
same effect as if they were set forth herein.
 
 4.6  Regular
Meetings.  Regular meetings of the Board of Directors or any
committee thereof may be held without notice at the principal place of business
of the Company or at such other place or places,
   6
  either
within or without the Commonwealth of Pennsylvania, as the Board of Directors or
such committee, as the case may be, may from time to time
designate.  The annual meeting of the Board of Directors shall be held
without notice immediately after the adjournment of the annual meeting of
stockholders.
 
 4.7  Special
Meetings.
 
 (a)  Special meetings of the
Board of Directors may be called at any time by the Chairman, President, or by a
majority of the authorized number of directors, to be held at the principal
place of business of the Company 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 five (5) days prior to such meeting by
telegram, telex, cablegram, courier, facsimile, or other similar communication,
by letter, or personally.  Such notice need neither specify the
business to be transacted at, nor the purpose of, the meeting.
 
 (b)  Special meetings of any
committee 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  Quorum.  A
majority of the Board of Directors shall be necessary at all meetings to
constitute a quorum for the transaction of business.
 
 4.9  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, during, or after the time stated
for the meeting, shall be equivalent to the giving of notice.
 
 4.10  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 such director's dissent is entered in the
minutes of the meeting, or unless the director files a written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof, or unless the director delivers a dissent in writing to the
Secretary of the Company immediately after the adjournment of the
meeting.  Such right to dissent shall not apply to a director who
voted in favor of such action.
 
 4.11  Executive, Audit, and Other
Committees.  Standing or special committees may be appointed by
the Board of Directors from its own number from time to time, and the Board of
Directors 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 a majority of the full Board of Directors.  It shall have and
exercise all of the authority of the Board of Directors, except in reference to
the submission of any action requiring the approval of stockholders, the
creation or filling of vacancies on the Board of Directors, the adoption,
amendment, or repeal of these Bylaws, the amendment or repeal of any resolution
of the Board which, by its terms, is only amendable or repealable by the entire
Board, or any action on matters committed by these Bylaws or resolution of the
Board to another committee of the Board.  An Audit Committee shall be
appointed by resolution passed by a majority of the full Board of Directors, and
at least a majority of the members of the Audit Committee shall be directors who
are not also officers of the Company.  The Audit Committee shall
review the records and affairs of the Company to determine its financial
condition, shall review the Company's systems of internal control with
management and the Company's independent auditors, and shall monitor the
Company's adherence in accounting and financial reporting to generally accepted
accounting principles, as well as such other duties as may be
 
 
 
 7
 assigned
to it by the Board of Directors.  All committees appointed by the
Board of Directors shall keep regular minutes of the transactions of their
meetings and shall cause them to be recorded in books kept for that purpose in
the office of the Company.  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.
 
 4.12  Remuneration.  The
Board of Directors, by the affirmative vote of a majority of the directors then
in office, and irrespective of any personal interest of any of its members,
shall have the authority to establish reasonable fee for all directors for
services to the Company as directors, officers, or otherwise, or to delegate
such authority to any appropriate committee; provided, that nothing herein
contained shall be construed to preclude any director from serving the Company
in any other capacity and receiving compensation therefor.  Members of
standing or special committees may be allowed like compensation for attending
committee meetings.
 
 4.13  Action by Directors Without
a Meeting.  Any action 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.  Such consent shall have the same effect as a unanimous
vote.
 
 4.14  Action of Directors by
Communications Equipment.  Any action 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 by means of which
persons participating in the meeting can hear each other at the same
time.  Participation in a meeting pursuant to this section shall
constitute presence in person at the meeting
  ARTICLE
V.  OFFICERS
 
 5.1  Designations.  The
officers of the Company shall be the Chairman of the Board, a President, a
Secretary, and a Treasurer, as well as such Vice Presidents (including Executive
and Senior Vice Presidents), Assistant Secretaries, and Assistant Treasurers as
the Board may designate, who shall be elected for one year by the directors at
their first meeting after the annual meeting of stockholders, and who shall hold
office until their successors are elected and qualify.  Any two or
more offices may be held by the same person, except that the offices of
President and Secretary and President and Treasurer may not be held by the same
person.  The President and Chairman of the Board shall be members of
the Board.
 
 5.2  Powers and
Duties.  The officers of the Company shall have such authority
and perform such duties as the Board of Directors may from time to time
authorize or determine.  In the absence of action by the Board of
Directors, the officers shall have such powers and duties as generally pertain
to their respective offices.
 
 5.3  Delegation.  In
the case of absence or inability to act of any officer of the Company and of any
person herein authorized to act in such officer's 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  Other
Officers.  The Board may appoint such other officers and agents
as it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and
   8
  perform
such duties as shall be determined from time to time by the Board of
Directors.
 
 5.7  Term -
Removal.  The officers of the Company shall hold office until
their successors are chosen and qualified.  Any officer or agent
elected or appointed by the Board of Directors 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 contractual
rights, if any, of the person so removed.  The election or appointment
of an officer or agent shall not in itself create contractual
rights.
 
 
 ARTICLE
VI.  FISCAL YEAR; ANNUAL AUDIT
 
 The fiscal year of the Company shall
end on the 31st day of December of each year.  The Company shall be
subject to an annual audit as of the end of its fiscal year by independent
public accountants appointed by and responsible to the Board of
Directors.  The appointment of such accountants shall be subject to
annual ratification by the stockholders.
 
 
 ARTICLE
VII. DIVIDENDS AND FINANCE
 
 7.1  Dividends.  Dividends
may be declared by the Board of Directors and paid by the Company out of
retained earnings of the Company subject to the conditions and limitations
imposed by the laws of the Commonwealth of Pennsylvania.
 
 7.2.  Reserves.  Before
making any distribution of earned surplus, there may be set aside out of the
earned surplus of the Company such sum or sums as the directors from time to
time in their absolute discretion deem expedient as a reserve fund to meet
contingencies, or for equalizing dividends, or for maintaining any property of
the Company, or for any other purpose.  Any earned surplus of any year
not distributed as dividends shall be deemed to have thus been set apart until
otherwise disposed of by the Board of Directors.
 
 7.3  Depositories.  The
monies of the Company shall be deposited in the name of the Company in such bank
or banks or trust company or trust companies 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.
 
 
 ARTICLE
VIII.  NOTICES
 
 Except as may otherwise be required by
law, any notice to any stockholder or director may be delivered personally, by
mail, by telegram, telex, or TWX (with answerback received), or by courier
service or facsimile transmission.  If sent by mail, telegraph, or
courier service, the notice shall be deemed to have been given to the person
when deposited in the United States mail or with a telegraph or courier service
for delivery to that person or, in the case of telex or TWX, when dispatched to
the address of the addressee at such persons last known address (or to such
persons telex, TWX, or facsimile number) in the records of the Company, with
postage or courier or other charges thereon prepaid.
 
 
  9
  ARTICLE
IX.  SEAL
 
 The corporate seal of the Company 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
Company.
 
 
 ARTICLE
X.  BOOKS AND RECORDS
 
 The Company shall keep correct and
complete books and records of account and shall keep minutes and proceedings of
meetings of its stockholders and Board of Directors; 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 stockholders, giving the names and
addresses of all stockholders 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
 
 These Bylaws may be altered, amended or
repealed only as set forth in the Articles of Incorporation, which provisions
are incorporated herein with the same effect as if they were set forth
herein.
 
 
 
 
 
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