Exhibit 3 (ii) (A)

                                  B Y - L A W S

                                       O F

                                STERLING BANCORP

                       Incorporated under the laws of the
                                State of New York

                               As Amended through
                                  May 20, 2004


                                       42
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                                                              Exhibit 3 (ii) (A)

                                  B Y - L A W S

                                       OF

                                STERLING BANCORP

               (Incorporated under the laws of State of New York)

                                   ARTICLE I.

                                     OFFICES

            Section 1. OFFICES. The principal office of the Corporation shall be
in the Borough of Manhattan, City, County and State of New York. The Corporation
may have offices and places of business at such other places within or without
the State of New York as may be determined by the Board of Directors or the
business of the Corporation may require.

                                   ARTICLE II.

                                  SHAREHOLDERS

            Section 1. PLACES OF MEETINGS. All meetings of the shareholders may
be held at such time and place within or without the State of New York as shall
be stated in the notice of meeting or in a duly executed waiver of notice
thereof.


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                                                              Exhibit 3 (ii) (A)

            Section 2. ANNUAL MEETINGS. The annual meeting of shareholders shall
be held on the third Thursday of April in each year, or on such other day as may
be determined by the Board of Directors, at an hour and place to be stated in
the notice, for the election of directors and the transaction of such other
business as may properly come before the meeting.

            Section 3. SPECIAL MEETINGS. Special meetings of the shareholders
for any purpose or purposes, unless otherwise prescribed by statute, or by the
certificate of incorporation, may be called by the Chairman of the Board or the
Chairman of the Executive Committee, if there be any, or the President, and
shall be called by the Chairman or the Secretary at the request in writing of a
majority of the Board of Directors. Such request shall state the purposes of the
proposed meeting. The business transacted at all special meetings shall be
confined to the objects stated in the call.

            Section 4. NOTICES. Written notice of annual and special meetings of
shareholders, stating the place, date and hour, shall be given personally or by
mail not less than ten days nor more than fifty days before such a meeting to
each shareholder entitled to vote thereat. Notice of a special meeting shall
indicate that it is being issued by or at the direction of the


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                                                              Exhibit 3 (ii) (A)

person or persons calling the meeting and shall also state the purpose or
purposes for which the meeting is called. If mailed, such notices are given when
deposited in the United States mail, postage prepaid, directed to the
shareholder at such address as appears on the books or records of the
Corporation or on the books or records of its agents, or in a written request
filed with the Secretary of the Corporation or on the books or records of its
agents, or in a written request filed with the Secretary of the Corporation by
any shareholder that notices intended for him be mailed to some other address,
in which case, such notice shall be mailed to the address designated in such
request.

            Section 5. RECORD DATE. The Board of Directors may fix in advance a
date as the record date for the determination of shareholders entitled to
receive notice of, or to vote at, any meeting of shareholders, or to express
consent to or dissent from any proposal without a meeting or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action. Such date shall
not be more than fifty nor less than ten days before the date of such meeting,
nor more than fifty days prior to any other action.


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                                                              Exhibit 3 (ii) (A)

            Section 6. WAIVERS OF NOTICE. Notice of meeting need not be given to
any shareholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting, the lack of notice of such meeting, shall constitute a waiver of
notice by him.

            Section 7. QUORUM. Except as otherwise prescribed by statute or the
certificate of incorporation, 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 to and shall constitute a quorum for the transaction
of business at all meetings of the shareholders. If, however, such majority
shall not be present or represented at any meeting of the shareholders, the
shareholders entitled to vote thereat, present in person or represented by
proxy, shall have the power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed.


                                       46
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                                                              Exhibit 3 (ii) (A)

            Section 8. ACTION BY WRITTEN CONSENT OF SHAREHOLDERS. Whenever
shareholders are required or permitted to take any action by vote, such action
may be taken without a meeting on written consent, setting forth the action so
taken, signed by the holders of all outstanding shares entitled to vote thereon.

                                  ARTICLE III.

                                    DIRECTORS

            Section 1. NUMBER, QUALIFICATION AND TERM. The property and business
of the Corporation shall be managed by its Board of Directors, consisting of
such number of directors, not less than three, as may from time to time be fixed
by resolution adopted by a majority of the entire Board. Directors need not be
shareholders. All directors shall be elected for a term expiring at the next
annual meeting of shareholders. Each director shall hold office until the
expiration of the term for which he is elected and until his successor has been
elected and qualified.

            Section 2. VACANCIES. Vacancies occurring in the membership of the
Board of Directors from whatever cause arising (including an increase in the
number of directors) may be filled for the unexpired term or terms by a majority
vote of the directors then in office although less than a quorum exists, or by
the shareholders at any special meeting of the shareholders.

                                       47
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                                                              Exhibit 3 (ii) (A)

            Section 3. REMOVAL OF DIRECTORS. Any one or more or all of the
directors may be removed for cause by vote of the shareholders of the
Corporation and thereupon the term of office of such director or directors who
shall have been so removed shall forthwith terminate and there shall be a
vacancy or vacancies in the Board of Directors to be filled as provided in these
By-Laws except as may otherwise be prescribed by law.

            Section 4. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such places and times as may be fixed
from time to time by resolution of the Board and a regular meeting shall be held
each year after the adjournment of the annual meeting of the shareholders on the
same day and at the same place.

            Section 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be held at any time upon the call of the Chairman of the Board and
shall be called by the Chairman on the written request of one-third of the total
number of directors then in office, by oral, telegraphic or written notice,
given to each director not less than twenty-four hours before such meeting.
Notice of a special meeting need not be given to any director who submits a
signed waiver of notice whether before or after the meeting, or who attends the
meeting without protesting, prior


                                       48
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                                                              Exhibit 3 (ii) (A)

thereto or at its commencement, the lack of notice to him.

            Section 6. PLACE OF MEETING. The directors may hold their meetings,
have one or more offices, and keep the books of the Corporation (except as may
be required by law) at any place, either within or without the State of New
York, as they may from time to time determine.

            Section 7. QUORUM AND VOTE. At all meetings of the Board of
Directors the presence of one-third of the entire Board, unless otherwise
provided by law, shall constitute a quorum for the transaction of business, but
a lesser number may adjourn any meeting from time to time and the meeting may be
held as adjourned without further notice. The vote of a majority of the
directors present at the time of the vote, if a quorum is present at such time,
shall be the act of the Board of Directors, except as may be otherwise provided
by statute or the By-Laws. Any one or more members of the Board of Directors may
participate in a meeting of such Board by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.


                                       49
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                                                              Exhibit 3 (ii) (A)

            Section 8. QUORUM MAY INCLUDE COMMON OR INTERESTED DIRECTORS. Common
or interested directors may be counted in determining the presence of a quorum
at a meeting of the Board of Directors or Committee which authorizes the
contract or transaction concerning such common or interested directors.

            Section 9. EXECUTIVE, AUDIT, COMPENSATION AND OTHER COMMITTEES. The
Board of Directors, by resolution adopted by a majority of the entire Board, may
elect from among its members an Executive Committee comprised of a majority of
non-management directors and shall elect a standing Audit Committee and a
standing Compensation Committee both of which shall be comprised entirely of
non-management directors, and may elect other committees. Committees shall each
consist of three or more members and each committee shall (i) serve at the
pleasure of the Board, (ii) have the power and authority of the Board to the
extent provided in these By-Laws or by resolution of the Board, and (iii) keep
minutes of its meetings and report the same to the Board. The Board of Directors
shall fill vacancies in any committee and may designate one or more directors as
alternate members of any committee who may take the place of any absent member
or members at any meeting thereof.


                                       50
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                                                              Exhibit 3 (ii) (A)

      The Executive Committee shall possess and exercise all the powers of the
Board of Directors in the management and direction of the business and affairs
of the Corporation, except as otherwise specifically provided in the Certificate
of Incorporation and in these By-Laws, provided that all action of the Executive
Committee shall be reported to the Board of Directors for ratification and
approval at its meeting next succeeding such action and shall be subject to
revision or alteration thereby; however, no rights or acts of third parties
shall be affected by such revision or alteration by the Board of Directors. The
Executive Committee shall fix its own rules of procedure and shall meet where
and as provided by such rules or by resolution of the Board of Directors, but
the presence of a majority of the members or their alternates, but in no case
less than three, shall be necessary to constitute a quorum. Any one or more
members of any committee of the Board may participate in a meeting of such
committee by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same
time. Participation by such means shall constitute presence in person at a
meeting. The affirmative vote of a majority of the members or their alternates,
but in no case less than 3, shall be necessary


                                       51
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                                                              Exhibit 3 (ii) (A)

for the adoption of any resolution by the Executive Committee. Neither the
Executive Committee nor any other committee shall have the authority as to any
of the following matters:

                  (a) the submission to shareholders of any action as to which
            shareholders' authorization is required by law;

                  (b) the filling of vacancies in the Board of Directors or on
            any committee;

                  (c) the fixing of compensation of any directors for serving on
            the Board or on any committee;

                  (d) the amendment or repeal of these By-Laws or the adoption
            of new By-Laws;

                  (e) the amendment or repeal of any resolution of the Board
            which by its terms shall not be so amendable or repealable.

            Section 10. HONORARY DIRECTORS. The Board of Directors, by vote of
the majority of the directors then in office, may elect as an honorary director
any former member of the Board of Directors other than a director removed by
vote of the shareholders pursuant to Section 3 hereof.

            Such honorary directors shall be entitled to receive notices of all
meetings of the Board of Directors, but the failure to send such notice to an
honorary director, or to obtain his waiver of notice, shall in no way invalidate
any meeting of the Board of Directors, or affect any action taken by the Board
of Directors at such a meeting. Honorary directors present at any



                                       52
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                                                              Exhibit 3 (ii) (A)

meeting of the Board of Directors shall be entitled to participate in the
discussion of all matters presented at the meeting, but shall not be counted for
the purpose of constituting a quorum, nor shall such honorary director be
entitled to vote at such meeting. Honorary directors may receive such
honorarium, reimbursement of expenses or other compensation as the Corporation,
in its discretion acting through the Chairman of the Board, the President or the
Treasurer, may determine.


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                                                              Exhibit 3 (ii) (A)

            An honorary director shall not be classified with respect to his
term of office, but shall continue as honorary director at the pleasure of the
Board or until his resignation in writing is submitted to the Board. Any
honorary director may be removed with or without cause by a majority of the
directors then in office, or by action of the shareholders, pursuant to Section
3 hereof. An honorary director shall have no power to bind the Corporation, or
to manage its property and business, but shall have only such power with respect
thereto as may be granted to such honorary director by a specific resolution of
the Board of Directors.

            Section 11. COMPENSATION OF DIRECTORS. Directors of the Corporation
who do not otherwise receive compensation as officers or employees of the
Corporation or of any of its subsidiaries, shall each in consideration for
serving as a director or as a member of a duly constituted committee of the
Board of Directors be entitled to receive from the Corporation such amount per
annum or such fees for attendance at the directors' meetings, or committee
meetings or both, as the Board of Directors may from time to time determine,
together with reimbursement for reasonable travel expenses incurred in
connection with the performance of his/her duties.

            In addition thereto, directors not otherwise receiving


                                       54
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                                                              Exhibit 3 (ii) (A)

salaries as officers or employees of the Corporation or of any of its
subsidiaries, may receive such honorarium, reimbursement of expenses or such
compensation for services to the Corporation as members of one or more
committees authorized by the Board of Directors or for services to the
Corporation beyond the ordinary scope of their duties as directors, as shall be
determined by the Board of Directors. Such additional compensation, honorarium,
or reimbursement of expenses shall be determined by members of the Board not
entitled to participate in the honorarium, reimbursement of expenses or
compensation authorized by this By-Law and such determination shall be final.

            Section 12. ACTION WITHOUT A MEETING. Any action required or
permitted to be taken by the Board of Directors or any committee thereof may be
taken without a meeting if all members of the Board or of such committee
consent, in writing, to the adoption of a resolution authorizing the action. The
resolution and the written consents thereto by the members of the Board or the
committee shall be filed with the minutes of the proceedings of the Board or
committee.

            Section 13. ADVANCE NOTICE OF SHAREHOLDER PROPOSALS. At any annual
meeting of shareholders, proposals and persons nominated for election as
directors by shareholders shall be considered only if (1) advance written notice
thereof has been


                                       55
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                                                              Exhibit 3 (ii) (A)

timely given as provided herein and (2) such proposals or nominations are
otherwise proper for consideration under applicable law and the certificate of
incorporation and by-laws of the Corporation. At any special meeting of
shareholders only such business may be transacted as is set forth in the notice
of the meeting referred to in Article II Section 4 of these By-laws.

            Written notice of any proposal to be presented by any shareholder or
of the name of any person to be nominated by any shareholder for election as a
director of the Corporation shall be delivered to the Secretary of the
Corporation at its principal executive office not less than 60 nor more than 90
days prior to the date of the meeting; provided, however, that if the date of
the meeting is first publicly announced or disclosed (in a public filing or
otherwise) less than 70 days prior to the date of the meeting, such advance
notice shall be given not more than ten days after such date is first so
announced or disclosed. Public notice shall be deemed to have been given more
than 70 days in advance of the annual meeting if the Corporation shall have
previously disclosed, in these by-laws or otherwise, that the annual meeting in
each year is to be held on a determinable date, unless the Board determines to
hold the meeting on a different date.

            Any shareholder who gives such notice of a proposal will deliver
therewith the text of the proposal to be presented and a


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                                                              Exhibit 3 (ii) (A)

brief written statement of the reasons why the shareholder favors the proposal
and setting forth the shareholder's name and address, the number and class of
all shares of each class of stock of the Corporation beneficially owned by the
shareholder and any material interest of the shareholder in the proposal (other
than as a shareholder). Any shareholder desiring to nominate any person for
election as a director of the Corporation shall deliver with such notice a
statement in writing setting forth the name of the person to be nominated, the
number and class of all shares of each class of stock of the Corporation
beneficially owned by such person, the information regarding such person
required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by
the Securities and Exchange Commission (or the corresponding provisions of any
regulation subsequently adopted by the Securities and Exchange Commission
applicable to the Corporation), the person's signed consent to serve as a
director of the Corporation if elected, the shareholder's name and address and
the number and class of all shares of each class of stock of the Corporation
beneficially owned by the shareholder. As used herein, shares Abeneficially
owned@ shall mean all shares as to which such person, together with such
person's affiliates and associates (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934), may be deemed to beneficially own pursuant to
Rules 13d-3 and 13d-5 under the


                                       57
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                                                              Exhibit 3 (ii) (A)

Securities Exchange Act of 1934, as well as all shares as to which such person,
together with such person's affiliates and associates, has the right to become
the beneficial owner pursuant to any agreement or understanding, or upon the
exercise of warrants, options or rights to convert or exchange (whether such
rights are exercisable immediately or only after the passage of time or the
occurrence of conditions).

            The person presiding at the meeting, in addition to making any other
determinations that may be appropriate to the conduct of the meeting, shall
determine whether notice of any shareholder proposal or nomination has been duly
given and shall direct that proposals and nominees not be considered if such
notice has not been given.

                                   ARTICLE IV.

                                    OFFICERS

            Section 1. TITLES AND ELECTION. The officers of the Corporation, who
shall be elected or appointed by the Board of Directors, shall be a Chairman of
the Board, a President, one or more Vice Presidents, a Secretary and a
Treasurer. The Board of Directors from time to time may elect or appoint such
other officers, assistant officers, agents and employees as it shall deem
necessary, and may define their powers and duties. The Chairman


                                       58
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                                                              Exhibit 3 (ii) (A)

from time to time may appoint assistant officers and such agents and employees
as he may deem proper. One person may hold any two or more offices except those
of President and Secretary. The officers need not be directors.

            Section 2. TERMS OF OFFICE. The officers shall hold office at the
pleasure of the Board of Directors.

            Section 3. REMOVAL. Any officer may be removed, either with or
without cause, at any time, by the Board of Directors.

            Section 4. POWERS AND DUTIES OF THE CHAIRMAN OF THE BOARD. The
Chairman of the Board shall be the chief executive officer of the Corporation.
The Chairman of the Board shall exercise general policy direction and broad
review of the affairs of the Corporation and the performance of its officers. He
shall preside at the meetings of the shareholders and of the Board of Directors
and shall be Chairman of the Executive Committee and of all other committees of
the Board of Directors not required by these By-Laws to be comprised solely of
non-management directors. He shall have power to make contracts for the
Corporation.

            Section 5. POWERS AND DUTIES OF THE PRESIDENT. The President, in the
absence of the Chairman of the Board, shall preside at all meetings of
stockholders and directors, and shall


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                                                              Exhibit 3 (ii) (A)

perform all such other duties as are incident to this office or are properly
required of him by the By-Laws or the Chairman of the Board of Directors.

            The President may, from time to time delegate to other officers,
assistant officers, agents and employees of the Corporation any of the powers
and duties conferred upon him or pertaining to his office.

            Section 6. POWERS AND DUTIES OF THE VICE PRESIDENTS. The Vice
Presidents may be designated by the Board of Directors with one or more titles
denoting seniority or in any other order determined by the Board, in the absence
or disability of the
President, shall perform the duties and exercise the powers of the President.
All of the Vice Presidents shall perform such duties as may be prescribed by the
Board of Directors, and subject thereto, by the Chairman.

            Section 7. POWERS AND DUTIES OF THE SECRETARY. The Secretary shall
attend all meetings of the Board of Directors and all meetings of the
shareholders and act as Secretary thereof, and record all votes and the minutes
of all proceedings in a book to be kept for that purpose, and shall perform like
duties for any committee of the Board when required. He shall cause notice which
is required to be given of all meetings of shareholders and directors and shall
perform such other duties as pertain to his


                                       60
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                                                              Exhibit 3 (ii) (A)

office. He shall keep in safe custody the seal of the Corporation and affix it,
when required, to any instrument.

            Section 8. POWERS AND DUTIES OF THE TREASURER. The Treasurer shall
have the custody of all the corporate funds and securities and shall keep full
and accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board of Directors. He shall disburse the funds of the Corporation as may
be ordered by the Board, taking proper vouchers for such disbursements, and
shall render to the Chairman or the President and directors at the regular
meetings of the Board, or whenever they may require it, an account of all his
transactions as Treasurer and of the financial condition of the Corporation.

            Section 9. POWERS AND DUTIES OF OTHER OFFICERS. All other officers
and assistant officers shall have such duties and exercise such powers as
generally pertain to their respective offices as well as such duties and powers
as from time to time may be prescribed by the Chairman or the President or the
Board of Directors. The Board may require any officer, agent or employee to give
security for the faithful performance of his duties.


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                                                              Exhibit 3 (ii) (A)


            Section 10. COMPENSATION. Salaries of officers elected by the Board
shall be fixed or approved by the Board of Directors. The compensation of all
other officers, divisional officers, assistant officers, agents and employees
shall either be so fixed or shall be fixed by the Chairman or President or other
officers duly authorized to fix such salaries.

                                   ARTICLE V.

                             CERTIFICATES OF SHARES

            Section 1. CERTIFICATES OF SHARES. The interest of each shareholder
shall be evidenced by a certificate or certificates for shares of the
Corporation in such form as the Board of Directors from time to time may
prescribe. Each certificate shall be signed by the Chairman of the Board or
President or a Vice President and by the Secretary or Assistant Secretary or the
Treasurer or an Assistant Treasurer and sealed with the seal of the Corporation
or a facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles as permitted by law.

            Section 2. TRANSFERS. Transfers of shares shall only be made upon
the books of the Corporation by the registered holder in person or by attorney,
duly authorized, and upon surrender of the certificate or certificates for the
shares, with an assignment and power of transfer endorsed thereon or attached
thereto, duly


                                       62
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                                                              Exhibit 3 (ii) (A)

executed, with such proof of the authenticity of the signature as the
Corporation or its agents may reasonably require.

            Section 3. LOST OR DESTROYED SHARE CERTIFICATES. No certificate for
shares of the Corporation shall be issued in place of any certificate alleged to
have been lost, stolen or destroyed, except upon production of such evidence of
the loss, theft or destruction and upon indemnification of the Corporation and
its agents to such extent and in such manner as the Board of Directors may from
time to time prescribe.

                                   ARTICLE VI.

                                      SEAL

            Section 1. CORPORATE SEAL. The seal of the Corporation shall have
inscribed thereon the name of the Corporation, and the year and State of its
incorporation. Such seal may be altered from time to time at the discretion of
the Board of Directors.

                                  ARTICLE VII.

                           CHECKS, DRAFTS, NOTES, ETC.

            Section 1. EXECUTION. All checks, drafts, notes and other
instruments or orders for the payment of money shall be signed by such officer
or officers or other person or persons as the Board of Directors from time to
time may designate.


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                                                              Exhibit 3 (ii) (A)

                                  ARTICLE VIII.

                                   FISCAL YEAR

            Section 1. FISCAL YEAR. The fiscal year of the Corporation shall
begin on January 1st and end on December 31st of each year, unless otherwise
provided by the Board of Directors.

                                   ARTICLE IX.

                                WAIVER OF NOTICE

            Section 1. WAIVER OF NOTICE. Whenever under the provisions of any of
these By-Laws action is authorized to be taken after notice to the shareholders
or to the Board of Directors, or after the lapse of a prescribed period of time,
such action may be taken without notice and without the lapse of any period of
time, if at any time before or after such action be completed such requirements
be waived in writing by every shareholder of this Corporation entitled to such
notice or to participate in such action, or by his attorney thereunto
authorized, if such action is to be or has been taken by shareholders, or by
every director of this Corporation, if such action is to be taken or has been
taken by the directors.


                                       64
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                                                              Exhibit 3 (ii) (A)

                                   ARTICLE X.

                              INTEREST OF CONTRACTS

            Section 1. INTEREST OF DIRECTORS. No contract or other transaction
between this Corporation and one or more of its directors, or between this
Corporation and any other corporation, firm, association or other entity in
which one or more of its directors are directors or officers, or are financially
interested, shall be either void or voidable for this reason alone or by reason
alone that such director or directors are present at the meeting of the Board of
Directors, or at a Committee thereof, which approves such contract or
transaction, or that his or their votes are counted for such purpose, provided,
that:

                  (a) the fact of such common directorship, officership or
            financial interest is disclosed or known to the Board of Directors
            or Committee, and the Board or Committee approves such contract or
            transaction by a vote sufficient for such purpose without counting
            the vote or votes of the interested director or directors;

                  (b) such common directorship, officership or financial
            interest is disclosed or known to the shareholders entitled to vote
            thereon, and such contract or transaction is approved by vote of the
            shareholders; or

                  (c) the contract or transaction is fair and reasonable as to
            the Corporation at the time it is approved by the Board of Directors
            or the shareholders.


                                       65
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                                                              Exhibit 3 (ii) (A)

                                   ARTICLE XI.

                                 INDEMNIFICATION

            Section 1. OBLIGATION TO INDEMNIFY. The Corporation shall indemnify
all Eligible Persons for their Indemnifiable Expenses to the maximum extent
permitted by law.

            Section 2. PERSONS ENTITLED TO INDEMNIFICATION. As used in this
Article the term "Eligible Person" means any person made, or threatened to be
made, a party to an action or proceeding, whether civil or criminal, including
an action by or in the right of the Corporation to procure a judgment in its
favor or an action by or in the right of any other corporation of any type or
kind, domestic or foreign, including, but not limited to, any subsidiary of the
Corporation, or any partnership, joint venture, trust, employee benefit plan or
other enterprise, which any director or officer of the Corporation served in any
capacity at the request of the Corporation, by reason of the fact that he, his
testator or intestate, was a director or officer of the Corporation, or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity; provided that no indemnification may be
made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his acts were
committed in bad faith or were the result of active and deliberate


                                       66
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                                                              Exhibit 3 (ii) (A)

dishonesty and were material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled. Any director or officer of any subsidiary of the
Corporation shall be presumed to serve at the request of the Corporation.

            Section 3. INDEMNIFIABLE EXPENSES. As used in this Article,
"Indemnifiable Expenses" means judgments, fines (including any excise tax deemed
a fine pursuant to Section 722 of the Business Corporation Law or any successor
provision), amounts paid in settlement (but only if such settlement was made
with prior written consent of the Corporation or if such consent was
unreasonably refused or withheld for an unreasonably long period after written
request therefor and reasonable expenses, including attorneys' fees incurred as
a result of such pending or threatened action or proceeding (including any
appeal therein).


                                       67
<PAGE>

                                                              Exhibit 3 (ii) (A)

            Section 4. PROCEDURE. (a) In the event that an action or proceeding
of the type described in Section 2 shall be commenced or threatened against any
person who may be an Eligible Person, such person may require the Corporation to
pay on such person's behalf all expenses reasonably incurred in connection with
the investigation and defense thereof, provided that where more than one
potentially Eligible Person is involved such person shall cooperate with the
Corporation in the selection of counsel so as to minimize the number of separate
counsel involved (but nothing shall require any such person to accept counsel
not reasonably satisfactory to him or to interfere with his right to separate
counsel where conflict of interest considerations so dictate) and provided that
the Corporation's obligations to pay such expenses shall be subject to the
receipt of an undertaking by or on behalf of such person to repay to the
Corporation the amount paid to any extent it exceeds the indemnification to
which such person is ultimately found to be entitled under this by-law or
otherwise.

(b) Promptly after the disposition of any such action or proceeding or threat
thereof (whether such disposition is by final judgment, settlement, abandonment
or otherwise) and unless the matter of indemnification has been determined as
provided in paragraph (a) of Section 723 of the Business Corporation Law (or


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                                                              Exhibit 3 (ii) (A)

any successor section), the Corporation shall take as expeditiously as possible
appropriate action under paragraph (b) of Section 723 (or any successor section)
to authorize indemnification to the extent permitted.

            Section 5. GENERAL. The rights to indemnification and advancement of
expenses granted under this by-law are supplementary to and not in derogation of
the rights to indemnification that any person described in Section 2 may have
under Sections 722, 723 and 724 of the Business Corporation Law or any successor
provisions or other applicable law.

            Section 6. EFFECT OF REPEAL OR AMENDMENT. Notwithstanding the repeal
or amendment of this by-law, the foregoing provisions shall continue to be
applicable to and require indemnification of any present or former director or
officer, or his legal representative, unless the action or proceeding with
respect to which the foregoing provisions are applicable is based on an alleged
act or omission occurring after the expiration of thirty days from the receipt
by such director or officer of notice of such repeal or amendment.


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                                                        Exhibit 3 (ii) (A)

                                  ARTICLE XII.

                                    AMENDMENT

            Section 1. AMENDMENT OF BY-LAWS. The By-Laws may be amended,
repealed or adopted by vote of the holders of the shares at the time entitled to
vote in the election of any directors. The Board of Directors may also amend,
repeal or adopt By-Laws, but any By-Law adopted by the Board of Directors may be
amended or repealed by shareholders entitled to vote thereon as provided herein.
If any By-Law regulating an impending election of directors is adopted, amended
or repealed by the Board, there shall be set forth in the notice of the next
meeting of shareholders for the election of directors the By-Law so adopted,
amended or repealed, together with a concise statement of the change made.


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