### RIGGS NATIONAL CORPORATION

#### BY-LAWS

Adopted January 7, 1981

As Amended through July 11, 2001

#### BY-LAWS OF

#### RIGGS NATIONAL CORPORATION

As Adopted January 7, 1981
(With Amendments through July 11, 2001)

#### TABLE OF CONTENTS

`Page

Article I--OFFICES
         Section 1.1   Registered Office      ............................................        1
         Section 1.2   Other Offices  ....................................................        1

Article II--THE STOCKHOLDERS
         Section 2.1   Place of Meetings    ..............................................        2
         Section 2.2   Annual Meeting       ..............................................        2
         Section 2.3   Special Meetings     ..............................................        2
         Section 2.4   Notice of Meetings   ..............................................        2
         Section 2.5   Voting Lists         .................................... .........        3
         Section 2.6   Quorum       ................................... ..................        3
         Section 2.7   Manner of Acting       ............................................        3
         Section 2.8   Voting                .............................................        4
         Section 2.9   Inspectors of Election.............................................        4

Article III--THE DIRECTORS
         Section 3.1   General Powers.....................................................        5
         Section 3.2   Number, Tenure and Qualifications  ................................        5
         Section 3.3   Resignation, Filling Vacancies.....................................        6
         Section 3.4   Place of Meetings..................................................        6
         Section 3.5   Annual Meeting.....................................................        6
         Section 3.6   Notice of Meetings.................................................        6
         Section 3.7   Quorum.............................................................        6
         Section 3.8   Action Without a Meeting  .........................................        7
         Section 3.9   Conference Call Meetings...........................................        7
         Section 3.10  Compensation of Directors..........................................        7
         Section 3.11  Removal of Directors...............................................        7
         Section 3.12  Committees of the Board  ..........................................        7`

I

`Page

Article IV--THE EXECUTIVE COMMITTEE
         Section 4.1   Appointment, Tenure and Quorum.....................................        8
         Section 4.2   Powers of the Executive Committee  ................................        8
         Section 4.3   Place and Time of Meetings  .......................................        8
         Section 4.4   Minutes of Proceedings.............................................        8

Article V--THE OFFICERS
         Section  5.1   Number and Qualifications.........................................        9
         Section  5.2   Term of Office....................................................        9
         Section  5.3   Compensation......................................................        9
         Section  5.4   The Chairman of the Board  .......................................        9
         Section  5.5   The Senior Chairman and Vice Chairmen  ...........................       10
         Section  5.6   The President.....................................................       10
         Section  5.7   Executive Vice-Presidents.........................................       10
         Section  5.8   Vice-Presidents...................................................       10
         Section  5.9   The Treasurer.....................................................       11
         Section  5.10  Assistant Treasurer...............................................       11
         Section  5.11  The Secretary.....................................................       11
         Section  5.12  Assistant Secretary...............................................       11
         Section  5.13  Signing Authority.................................................       12


Article VI--NOTICES
         Section  6.1   Manner of Giving..................................................       13
         Section  6.2   Waiver of Notice..................................................       13

Article VII--CERTIFICATES OF STOCK
         Section  7.1   Stock Certificates................................................       14
         Section  7.2   Facsimile Signatures..............................................       14
         Section  7.3   Designations, Preferences,
                                      Participating and Optional Rights  .................       14
         Section  7.4   Lost Certificates.................................................       15
         Section  7.5   Transfer of Stock.................................................       15
         Section  7.6   Registered Stockholders...........................................       15

Article VIII--FIXING RECORD DATE
         Section  8.1   Record Date  .....................................................       16

Article IX--INSPECTION OF BOOKS AND RECORDS
         Section  9.1   Right and Conditions of Inspection................................       17`

ii

`Page


Article X--CONTRACTS, LOANS, CHECKS AND DEPOSITS
         Section 10.1   Contracts.........................................................       18
         Section 10.2   Loans.............................................................       18
         Section 10.3   Checks, Drafts, etc...............................................       18
         Section 10.4   Deposits..........................................................       18
         Section 10.5   Voting Stock and Other Corporations  .............................       18

Article XI--FISCAL YEAR
         Section 11.1   Fiscal Year  .....................................................       19

Article XII--SEAL
         Section 12.1   Seal..............................................................       20

Article XIII--AMENDMENTS
         Section 13.1   Amendments  ......................................................       21

Article XIV--ADVANCEMENT OF EXPENSES
         Section 14.1   Advancement of Expenses...........................................       22`

iii

#### RIGGS NATIONAL CORPORATION

#### * * * * *

#### B Y - L A W S

Adopted January 7, 1981
(With Amendments through July 11, 2001)

#### ARTICLE I

#### OFFICES

Section
1.1 Registered Office. The registered office of the Corporation shall be
in the City of Wilmington, County of New Castle, State of Delaware.

Section
1.2 Other Offices. The Corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors
may from time to time determine or the business of the Corporation may require.

#### ARTICLE II

#### THE STOCKHOLDERS

Section
2.1 Place of Meetings. All meetings of the stockholders of the
Corporation for the election of directors or for any other purpose shall be held
in the City of Washington, District of Columbia, at such place as may be fixed
from time to time by the Board of Directors, or at such other place either
within or without the State of Delaware as shall be designated from time to time
by the Board of Directors and stated in the notice of the meeting.

Section
2.2 Annual Meeting. The Annual Meeting of the stockholders shall be held
on the first business day in May of each year at 9:30 a.m., or at such other
date and time before the 30th day thereafter as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, for the
election of directors and for the transaction of such other business as may
properly come before the meeting.

Section
2.3 Special Meetings. Special meetings of the stockholders, may be called
at any time by the Board of Directors, or the Chairman of the Board, and shall
be called upon the request in writing of the holders of at least one-fifth of
the shares of capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

Section
2.4 Notice of Meetings. Written or printed notice stating the place, date
and hour of the meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be given to each stockholder of
record entitled to vote at such meeting not less than ten or more than sixty
days before the date of the meeting.

Section
2.5 Voting Lists. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

Section
2.6 Quorum. At all meetings of the stockholders the holders of a majority
of the stock issued and outstanding and entitled to vote thereat, present in
person or represented by proxy, shall constitute a quorum for the transaction of
business except as otherwise provided by statute or by the Certificate of
Incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
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 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
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

Section
2.7 Manner of Acting. When a quorum is present at any meeting, the vote
of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question properly brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the Certificate of Incorporation, a different vote is required in
which case such express provision shall govern and control the decision of such
question.

Section
2.8 Voting. Unless otherwise provided in the Certificate of Incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote for each share of the capital stock having voting power held by such
stockholder. All elections of directors shall be by written ballot, unless
otherwise provided in the Certificate of Incorporation. Cumulative voting for
the election of directors shall not be permitted. Each stockholder entitled to
vote may authorize another person or persons to act for him by proxy, but no
such proxy shall be voted or acted upon after three years from its date, unless
the proxy provides for a longer period.

Section
2.9 Inspectors of Election. The Board of Directors shall appoint three or
more inspectors of election, and three or more alternates, to serve at any
meeting of the stockholders at which a vote is to be taken, the inspectors of
election shall examine proxies, pass upon their regularity, receive the votes
and act as tellers, and perform any other duties which the chairman may require
of them at said meeting.

#### ARTICLE III

#### THE DIRECTORS

Section
3.1 General Powers. The business of the Corporation shall be managed by
or under the direction of its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
statute or by the Certificate of Incorporation or by these By-Laws directed or
required to be exercised or done by the stockholders.

Section
3.2 Number, Tenure and Qualifications. The number of directors which
shall constitute the whole Board shall be not less than five nor more than
twenty-five. The initial Board shall consist of the six directors named in the
Certificate of Incorporation who shall serve until the first Annual Meeting of
the stockholders, unless earlier replaced. Thereafter, within the limits above
specified, the number of directors shall be fixed from time to time by
resolution of the Board of Directors. The directors shall be elected at the
Annual Meeting of the stockholders, except as provided in Section 3.3 of this
Article, and each director elected shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. No reduction
in the number of directors shall have the effect of shortening the term of any
incumbent director, but any director affected thereby shall continue to hold
office until the next annual election. Each director shall, during the full term
of his directorship, own a minimum of $1,000 par value of stock of the
Corporation. No person shall be eligible to become a director after he has
attained age sixty-five; and, no person, who at the time he was first elected to
be a director was a principal officer or official of the organization with which
he is affiliated on a full-time basis, will be eligible to be re-elected after
he ceases to be a principal officer or official of such organization; provided,
however, that any person who was first elected or appointed to the Board at or
prior to the April 15, 1987 meeting of stockholders shall be eligible to become
a director until he has attained the age of seventy-two; and provided further,
that the Chairman of the Board, at his discretion, may waive the foregoing age
or organization requirements. Notwithstanding the foregoing, there shall be no
age or organization requirements for the director serving as Chairman of the
Board.

Section
3.3 Resignation, Filling Vacancies. Any director may resign at any time
upon written notice to the Corporation. Vacancies and newly created
directorships resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.

Section
3.4 Place of Meetings. The Board of Directors of the Corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.

Section
3.5 Annual Meeting. The first meeting of each newly elected Board of
Directors shall be held immediately following the Annual Meeting of the
stockholders, for the purpose of electing officers and transaction of other
business and no notice of such meeting shall be necessary to the newly elected
directors in order legally to constitute the meeting, provided a quorum shall be
present; or it may meet at such place and time as shall be fixed by the consent
in writing of all of the directors.

Section
3.6 Notice of Meetings. Regular meetings of the Board of Directors may be
held without notice at such time and at such place as shall from time to time be
determined by the Board. Special meetings of the Board may be called by the
Chairman of the Board, or by the President on two days notice to each
director, either personally or by mail or by telegram; special meetings shall be
called by the Chairman of the Board or the Secretary in like manner and on like
notice on the written request of three directors.

Section
3.7 Quorum. At all meetings of the Board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of Directors, the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

Section
3.8 Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

Section
3.9 Conference Call Meetings. Members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

Section
3.10 Compensation of Directors. The Board of Directors shall have the
authority to fix the compensation 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 retainer or both as director. No such payment shall preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees may be allowed
like compensation for attending committee meetings.

Section
3.11 Removal of Directors. Unless otherwise restricted by the Certificate
of Incorporation or by law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

Section
3.12 Committees of the Board. The Board of Directors may, by resolution
passed by a majority of the whole board, designate an Executive Committee and
one or more other committees and prescribe their powers and authority. Each
committee shall consist of one or more directors of the Corporation as fixed by
resolution of the Board. The Board may designate one or more alternate members
of any committee who may replace any absent or disqualified member at any
meeting of the committee.

#### ARTICLE IV

#### THE EXECUTIVE COMMITTEE

Section
4.1 Appointment, Tenure and Quorum. The Board of Directors shall appoint
the Chairman of the Executive Committee who shall preside at all meetings of the
Committee. The Chairman of the Board of Directors shall, with the advice,
consent and approval of the Board, appoint the other members of the Executive
Committee. The Chairman of the Board, the Senior Chairman, if any, the Vice
Chairmen, if any, and the President shall be ex-officio members of the Executive
Committee. The members of the Executive Committee shall serve at the pleasure of
the Board of Directors. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business.

Section
4.2 Powers of the Executive Committee. During the intervals between
meetings of the Board of Directors, the Executive Committee shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the Corporation; except that the
Executive Committee shall not have the power or authority to amend the
Certificate of Incorporation, adopt an agreement of merger or consolidation,
recommend to the stockholders the sale, lease, or exchange of all or
substantially all of the Corporations property and assets, recommend to
the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amend the By-Laws of the Corporation, or declare a dividend, or
authorize the issuance of stock, or take any other corporate action which under
the General Corporation Law of Delaware is specifically required to be taken by
the Board of Directors.

Section
4.3 Place and Time of Meetings. Meetings of the Executive Committee may
be held at the office of the Corporation, or elsewhere, and at such time as they
may appoint, but the Executive Committee shall at all times be subject to the
call of the Chairman of the Board or any two or more members of the committee.

Section
4.4 Minutes of Proceedings. The Executive Committee shall keep regular
minutes of its proceedings and shall report the same to the Board of Directors
when requested.

#### ARTICLE V

#### THE OFFICERS

Section
5.1 Number and Qualifications. The officers of the Corporation shall
consist of a Chairman of the Board, a President, a Treasurer, and a Secretary.
The Corporation may also have a Senior Chairman of the Board, one or more Vice
Chairmen of the Board, one or more Executive Vice-Presidents, one or more other
Vice-Presidents, and one or more Assistant Treasurers, and Assistant Secretaries
as determined by the Board of Directors. None of the officers except the
Chairman of the Board, the Senior Chairman, if any, the Vice Chairmen, if any,
and the President need be directors of the Corporation. Any number of offices
may be held by the same person including that of Chairman of the Board and
President.

Section
5.2 Term of Office. The officers of the Corporation shall be elected
annually at the first meeting of the Board of Directors after each Annual
Meeting of the stockholders and shall hold office until their respective
successors are chosen and qualify. Any officer 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 Board. Such removal shall be without
prejudice to the contract rights, if any, of the officer so removed. Any vacancy
occurring among the officers shall be filled by the Board of Directors, but the
person so elected to fill the vacancy shall hold office only until the first
meeting of the Board of Directors after the next Annual Meeting of the
stockholders.

Section
5.3 Compensation. The compensation of the Chairman of the Board, the
Senior Chairman, if any, the Vice Chairmen, if any, and the President shall be
fixed by the Board of Directors. The Board of Directors may delegate to the
Chairman of the Board, or the President the authority to fix the compensation of
the other officers and agents of the Corporation.

Section
5.4 The Chairman of the Board. The Chairman of the Board shall be the
Chief Executive Officer of the Corporation. He shall preside at all meetings of
the stockholders and of the Board of Directors, and shall have, subject to the
supervision and direction of the Board of Directors and the Executive Committee,
general charge of the business, property and affairs of the Corporation and may
exercise the powers vested in him by the Board of Directors, by law or these
By-Laws, or which usually attach or pertain to such office.

Section
5.5. The Senior Chairman and Vice Chairmen. The Senior Chairman and Vice
Chairmen shall perform such duties as the Board of Directors, the Executive
Committee or the Chairman of the Board may prescribe. In the absence or
inability of the Chairman of the Board to act, the Senior Chairman or the Vice
Chairman designated by the Board shall preside at meetings of the stockholders
and of the Board of Directors.

Section
5.6 The President. The President shall be the Chief Administrative
Officer of the Corporation. He shall have, under the direction of the Chairman
of the Board, general supervision and care of the affairs of the Corporation
and, in general perform all acts incident to the office of President as
prescribed by law, by these By-Laws, or by the Board of Directors. In the
absence or inability of the Chairman of the Board, the Senior Chairman, or a
Vice Chairman to act, he shall preside at the meetings of the stockholders and
of the Board of Directors.

Section
5.7 Executive Vice-Presidents. An Executive Vice-President shall perform
such duties as the Board of Directors, the Executive Committee, the Chairman of
the Board, or the President may prescribe, and in the absence or disability of
the President, the Executive Vice-President, or if there be more than one
Executive Vice-President, the Executive Vice-President designated by the Board,
shall perform the duties and exercise the powers of the President.

Section
5.8 Vice-Presidents. A Vice-President shall perform such duties as shall
be assigned to him by the Board of Directors, the Executive Committee, the
Chairman of the Board, the President or by an Executive Vice-President.

Section
5.9 The Treasurer. The Treasurer shall be the chief financial and
accounting officer of the Corporation. He shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuables 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 of
Directors, taking proper vouchers for such disbursements, and shall render to
the Board of Directors or the Executive Committee at regular meetings, or
whenever they may request it, an account of all his transactions as Treasurer
and of the financial condition of the Corporation. If required by the Board of
Directors, he shall give the Corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for the faithful
performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.

Section
5.10 Assistant Treasurer. An Assistant Treasurer shall perform such
duties as may be assigned to him by the Board of Directors, the Executive
Committee, the Chairman of the Board, the President or the Treasurer. In the
absence or disability of the Treasurer, his duties may be performed by any
Assistant Treasurer.

Section
5.11 The Secretary. The Secretary shall attend all meetings of the Board
of Directors and of the stockholders, and shall 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 standing committees when required. He shall give or cause to be
given notice of all meetings of the stockholders and of the Board of Directors,
and shall keep the seal of the Corporation in safe custody. He shall perform
such other duties as may be prescribed by the Board of Directors, or the
Executive Committee, or the Chairman of the Board under whose supervision he
shall be.

Section
5.12 Assistant Secretary. An Assistant Secretary shall perform such
duties as may be assigned to him by the Board of Directors, the Executive
Committee, the Chairman of the Board, the President or the Secretary. In the
absence or disability of the Secretary, his duties may be performed by any
Assistant Secretary.

Section
5.13 Signing Authority. The Chairman of the Board and Chief Executive
Officer, the President, and the Treasurer shall have full power and authority,
in the name and on behalf of the Corporation, under the seal of the Corporation
or otherwise, to execute, acknowledge and deliver any and all agreements,
instruments, or other documents relating to property or rights of all kinds held
of owned by the Corporation or to the operation of the Corporation, all as may
be incidental to the operation of the corporation and subject to such
limitations as the Board of Directors may impose. Any such agreement, instrument
or document may also be executed, acknowledged and delivered in the name and on
behalf of the Corporation, under seal of the Corporation or otherwise, by such
other officers, employees or agents of the Corporation as the Board of
Directors, the Chairman of the Board and Chief Executive Officer, or the
delegate of either of them may from time to time authorize. In each such case,
the authority so conferred shall be subject to such limitations as the Board of
Directors, the Chairman of the Board and Chief Executive Officer or the delegate
may impose. Any officer, employee or agent authorized hereunder to execute,
acknowledge and deliver any such agreement, instrument or document is also
authorized to cause the Secretary of the Board, any Assistant Secretary of the
Board or any other authorized person to affix the seal of the Corporation
thereto and to attest it.

#### ARTICLE VI

#### NOTICES

Section
6.1 Manner of Giving. Whenever notice is required to be given to any
director or stockholder under the provisions of the General Corporation Law of
Delaware or under the Certificate of Incorporation or under these By-Laws, it
shall not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his address as
it appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail. Notice to directors may also be given by
telegram.

Section
6.2 Waiver of Notice. Whenever any notice is required to be given under
the General Corporation Law of Delaware or under the Certificate of
Incorporation or under these By-Laws, 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 deemed equivalent to the giving of such notice.

#### ARTICLE VII

#### CERTIFICATES OF STOCK

Section
7.1 Stock Certificates. Every holder of stock in the Corporation shall be
entitled to have a certificate, signed by, or in the name of the Corporation by,
the Chairman of the Board of Directors, or the President or a Vice-President and
the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Corporation, certifying the number of shares owned by him in
the Corporation.

Section
7.2 Facsimile Signatures. Any of or all the signatures on the certificate
may be facsimile. In case any officer, transfer agent or registrar who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the Corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

Section
7.3 Designations, Preferences, Participating and Optional Rights. If the
Corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in Section
202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

Section
7.4 Lost Certificates. The Board of Directors may direct a new
certificate of stock to be issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. The Board of
Directors may, in its discretion and as a condition precedent to the issuance of
a new certificate, require the owner of such lost, stolen or destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate alleged to have been lost, stolen or
destroyed.

Section
7.5 Transfer of Stock. The shares of stock shall be transferable on the
books of the Corporation by the registered owner or owners thereof or by
attorney, lawfully constituted in writing, and upon surrender of the certificate
therefor duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, the Corporation or its transfer agent shall
issue a new certificate to the person or persons entitled thereto.

Section
7.6 Registered Stockholders. The Corporation shall be entitled to treat
the registered holder of any share or shares of its stock as the actual owner
thereof and as such the person possessing the exclusive right to receive
dividends and to vote such stock, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of Delaware.

#### ARTICLE VIII

#### FIXING RECORD DATE

Section
8.1 Record Date. The Board of Directors may fix, in advance, a date, not
more than sixty nor less than ten days before the date of any stockholders
meeting nor more than sixty days prior to any dividend payment date or other
date for the distribution or allotment of any rights, as a record date for the
determination of the stockholders entitled to notice of and to vote at such
meeting, or entitled to receive such dividends or rights, as the case may be;
and only stockholders of record on such date shall be entitled to notice of and
to vote at such meeting or to receive such dividends or rights. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.

#### ARTICLE IX

#### INSPECTION OF BOOKS AND RECORDS

Section
9.1 Right and Conditions of Inspection. Any stockholder of record, in
person or by attorney or other agent, shall, upon written demand under oath
stating the purpose thereof, have the right during the usual hours for business
to inspect for any proper purpose the Corporations stock ledger, a list of
its shareholders, and its other books and records, and to make copies or
extracts therefrom. A proper purpose shall mean a purpose reasonably related to
such persons interest as a stockholder. In every instance where an
attorney or other agent shall be the person who seeks the right to inspection,
the demand under oath shall be accompanied by a power of attorney or such other
writing which authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the Corporation at its
registered office in the State of Delaware or at its principal place of
business.

#### ARTICLE X

#### CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section
10.1 Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

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

Section
10.3 Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the Corporation, shall be signed by such officer or officers, agent or agents
of the Corporation and in the manner as shall from time to time be determined by
resolution of the Board of Directors.

Section
10.4 Deposits. All funds of the Corporation shall be deposited in such
banks, trust companies or other depositaries as the Board of Directors may
select.

Section
10.5 Voting Stock and Other Corporations. The Chairman of the Board, the
President or any Executive Vice-President may execute proxies on behalf of the
Corporation for the purpose of voting any shares of stock of any other
corporation owned by the Corporation.

#### ARTICLE XI

#### FISCAL YEAR

Section
11.1 Fiscal Year. The fiscal year of the Corporation shall begin on the
first day of January in each year and end on the last day of December in each
year.

#### ARTICLE XII

#### SEAL

Section
12.1 Seal. The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words Corporate
Seal, Delaware. The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.

#### ARTICLE XIII

#### AMENDMENTS

Section
13.1 Amendments. These By-Laws may be altered, amended or repealed or new
by-laws may be adopted by the Board of Directors at any regular or special
meeting of the Board provided notice of such alteration, amendment, repeal or
adoption of new by-laws be contained in the notice of such meeting. Nothing
herein shall be construed so as to divest or limit the power of the stockholders
to adopt, amend or repeal by-laws.

#### ARTICLE XIV

#### ADVANCEMENT OF EXPENSES

Section
14.1 Advancement of Expenses. In connection with the provisions of
Article ELEVENTH of the Corporations Certificate of Incorporation, the
Corporation shall pay or reimburse expenses incurred by any person entitled to
indemnification under such Article in defending any pending or threatened
action, suit or proceeding, whether civil, criminal, administrative or
investigative, with respect to which such person is a party or is threatened to
be made a party. Such payment or reimbursement shall be made promptly upon
receipt by the Corporation of an undertaking of such person to repay such
expenses if it shall ultimately be determined that such person is not entitled
to be indemnified by the Corporation.