**EXHIBIT 3(b)**

**THE BRYAN - COLLEGE STATION FINANCIAL HOLDING COMPANY**

**BY-LAWS**

**AMENDED AND RESTATED**

**ARTICLE I**

**STOCKHOLDERS
Section 1.  	Annual Meeting.

       	An annual meeting of the stockholders, for the election of directors to succeed those whoseterms expire and for the transaction of such other business as may properly come before the meeting,shall be held at such place, on such date, and at such time as the Board of Directors shall each yearfix.

Section 2.  	Special Meetings.

       	Subject to the rights of the holders of any class or series of preferred stock of The Bryan-College Station Holding Company (hereinafter the "Corporation"), special meetings of stockholdersof the Corporation may be called only by the Board of Directors pursuant to a resolution adopted bya majority of the total number of directors which the Corporation would have if there were novacancies on the Board of Directors (hereinafter the "Whole Board").

Section 3.  	Notice of Meetings.

       	Written notice of the place, date, and time of all meetings of the stockholders shall be given,not less than ten nor more than 60 days before the date on which the meeting is to be held, to eachstockholder entitled to vote at such meeting, except as otherwise provided herein or required by law(meaning, here and hereinafter, as required from time to time by the Delaware General CorporationLaw or the Certificate of Incorporation of the Corporation).

       	When a meeting is adjourned to another place, date or time, written notice need not be givenof the adjourned meeting if the place, date and time thereof are announced at the meeting at whichthe adjournment is taken; provided, however, that if the date of any adjourned meeting is more than30 days after the date for which the meeting was originally noticed, or if a new record date is fixedfor the adjourned meeting, written notice of the place, date and time of the adjourned meeting shallbe given in conformity herewith.  At any adjourned meeting, any business may be transacted whichmight have been transacted at the original meeting.
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Section 4.  	Quorum.

       	At any meeting of the stockholders, the holders of at least one-third of all of the shares of thestock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for allpurposes, unless or except to the extent that the presence of a larger number may be required by law.Where a separate vote by a class or classes is required, a majority of the shares of such class orclasses, present in person or represented by proxy, shall constitute a quorum entitled to take actionwith respect to that vote on that matter.

       	If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders ofa majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjournthe meeting to another place, date or time.

       	If a notice of any adjourned special meeting of stockholders is sent to all stockholdersentitled to vote thereat, stating that it will be held with those present constituting a quorum, thenexcept as otherwise required by law, those present at such adjourned meeting shall constitute aquorum, and all matters shall be determined by a majority of the votes cast at such meeting.

Section 5.  	Organization.

       	Such person as the Board of Directors may have designated or, in the absence of such aperson, the President of the Corporation or, in his or her absence, such person as may be chosen bythe holders of a majority of the shares entitled to vote who are present, in person or by proxy, shallcall to order any meeting of the stockholders and act as chairman of the meeting.  In the absence ofthe Secretary of the Corporation, the secretary of the meeting shall be such person as the chairmanappoints.

Section 6.  	Conduct of Business.

       	(a)  	The chairman of any meeting of stockholders shall determine the order of businessand the procedure at the meeting, including such regulation of the manner of voting and the conductof discussion as seem to him or her in order.

       	(b)  	At any annual meeting of the stockholders, only such business shall be conducted asshall have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii)by any stockholder of the Corporation who is entitled to vote with respect thereto and who complieswith the notice procedures set forth in this Section 6(b).  For business to be properly brought beforean annual meeting by a stockholder, the stockholder must have given timely notice thereof in writingto the Secretary of the Corporation.  To be timely, a stockholder's notice must be delivered or mailedto and received at the principal executive offices of the Corporation not less than 90 days prior tothe anniversary of the preceding year's annual meeting; provided, however, that in the event that thedate of the annual meeting is advanced by more than 20 days or delayed by more than 60 days fromsuch anniversary date, notice by the stockholder to be timely must be so delivered by the close ofbusiness on the later of (i) the 90th day prior to such annual meeting or (ii) the 10th day followingthe day on 2NEXT PAGEwhich public disclosure (which may be made by or through (a) a press release, (b) in apublicly available filing at the United States Securities and Exchange Commission, (c) a mailednotice or (d) otherwise) of the date of the annual meeting is first made. A stockholder's notice to theSecretary shall set forth as to each matter such stockholder proposes to bring before the annualmeeting (i) a brief description of the business desired to be brought before the annual meeting andthe reasons for conducting such business at the annual meeting, (ii) the name and address, as theyappear on the Corporation's books, of the stockholder who proposed such business, (iii) the class andnumber of shares of the Corporation's capital stock that are beneficially owned by such stockholderand (iv) any material interest of such stockholder in such business.  Notwithstanding anything inthese By-laws to the contrary, no business shall be brought before or conducted at an annual meetingexcept in accordance with the provisions of this Section 6(b).  The officer of the Corporation or otherperson presiding over the annual meeting shall, if the facts so warrant, determine and declare to themeeting that business was not properly brought before the meeting in accordance with the provisionsof this Section 6(b) and, if he or she should so determine, he shall so declare to the meeting and anysuch business so determined to be not properly brought before the meeting shall not be transacted.

       	At any special meeting of the stockholders, only such business shall be conducted as shallhave been brought before the meeting by or at the direction of the Board of Directors.

       	(c)  	Only persons who are nominated in accordance with the procedures set forth in theseBy-laws shall be eligible for election as directors.  Nominations of persons for election to the Boardof Directors of the Corporation may be made at a meeting of stockholders at which directors are tobe elected only (i) by or at the direction of the Board of Directors or (ii) by any stockholder of theCorporation entitled to vote for the election of directors at the meeting who complies with the noticeprocedures set forth in this Section 6(c).  Such nominations, other than those made by or at thedirection of the Board of Directors, shall be made by timely notice in writing to the Secretary of theCorporation.  To be timely, a stockholder's notice shall be delivered or mailed to and received at theprincipal executive offices of the Corporation not less than 90 days prior to the date of the meeting;provided, however, that in the event that less than 100 days' public disclosure of the date of themeeting is given to stockholders, notice by the stockholder to be timely must be so received not laterthan the close of business on the 10th day following the earlier of (i) the day on which such noticeof the date of the meeting is mailed or (ii) the day on which public disclosure of the date of themeeting is first made.  For the purpose of the prior sentence, the term "public disclosure" shallinclude disclosure in (a) a press release, (b) a publicly available filing with the United StatesSecurities and Exchange Commission, (c) a mailed notice to shareholders or (d) otherwise.

       	Such stockholder's notice shall set forth (i) as to each person whom such stockholderproposes to nominate for election or re-election as a director, all information relating to such personthat is required to be disclosed in solicitations of proxies for election of directors, or is otherwiserequired, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, asamended (including such person's written consent to being named in the proxy statement as anominee and to serving as a director if elected); and (ii) as to the stockholder giving the notice: (x)the name and address, as they appear3NEXT PAGEon the Corporation's books, of such stockholder and (y) theclass and number of shares of the Corporation's capital stock that are beneficially owned by suchstockholder.  At the request of the Board of Directors, any person nominated by the Board ofDirectors for election as a director shall furnish to the Secretary of the Corporation that informationrequired to be set forth in a stockholder's notice of nomination which pertains to the nominee.  Noperson shall be eligible for election as a director of the Corporation unless nominated in accordancewith the provisions of this Section 6(c).  The officer of the Corporation or other person presiding atthe meeting shall, if the facts so warrant, determine that a nomination was not made in accordancewith such provisions and, if he or she should so determine, he or she shall so declare to the meetingand the defective nomination shall be disregarded.

Section 7.  	Proxies and Voting.

       	At any meeting of the stockholders, every stockholder entitled to vote may vote in personor by proxy authorized by an instrument in writing (or as otherwise permitted under applicable law)by the stockholder or his duly authorized attorney-in-fact filed in accordance with the procedureestablished for the meeting.  Proxies solicited on behalf of the management shall be voted as directedby the stockholder or in the absence of such direction, as determined by a majority of the Board ofDirectors.  No proxy shall be valid after eleven months from the date of its execution except for aproxy coupled with an interest.

       	Each stockholder shall have one vote for every share of stock entitled to vote which isregistered in his or her name on the record date for the meeting, except as otherwise provided hereinor in the Certificate of Incorporation of the Corporation or as required by law.

       	All voting, including on the election of directors but excepting where otherwise required bylaw, may be by a voice vote; provided, however, that upon demand therefore by a stockholderentitled to vote or his or her proxy, a stock vote shall be taken.  Every stock vote shall be taken byballot, each of which shall state the name of the stockholder or proxy voting and such otherinformation as may be required under the procedure established for the meeting.  Every vote takenby ballot shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

       	All elections shall be determined by a plurality of the votes cast, and except as otherwiserequired by law or as provided in the Certificate of Incorporation, all other matters shall bedetermined by a majority of the votes cast.

Section 8.  	Stock List.

       	The officer who has charge of the stock transfer books of the Corporation shall prepare andmake, in the time and manner required by applicable law, a list of stockholders entitled to vote andshall make such list available for such purposes, at such places, at such times and to such personsas required by applicable law.  The stock transfer books shall be the only evidence as to the identityof the stockholders entitled to examine the stock transfer books or to vote in person or by proxy atany meeting of stockholders.
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Section 9.  	Consent of Stockholders in Lieu of Meeting.

       	Subject to the rights of the holders of any class or series of preferred stock of theCorporation, any action required or permitted to be taken by the stockholders of the Corporationmust be effected at a duly called annual or special meeting of stockholders of the Corporation andmay not be effected by any consent in writing by such stockholders.

Section 10.  	Inspectors of Election

       	The Board of Directors shall, in advance of any meeting of stockholders, appoint one or morepersons as inspectors of election, to act at the meeting or any adjournment thereof and make awritten report thereof, in accordance with applicable law.

**ARTICLE II**

**BOARD OF DIRECTORS
Section 1.  	General Powers, Number and Term of Office.

       	The business and affairs of the Corporation shall be managed by or under the direction of theBoard of Directors.  The number of directors shall be as provided for in the Certificate ofIncorporation.  The Board of Directors shall annually elect a Chairman and Vice Chairman of theBoard from among its members and shall designate, when present, either the Chairman of the Boardor the Vice Chairman of the Board to preside at its meetings.

       	The directors, other than those who may be elected by the holders of any class or series ofpreferred stock, shall be elected for a term of one year, with the term of office to expire at theconclusion of the first annual meeting of stockholders, with each director to hold office until his orher successor shall have been duly elected and qualified.  At each annual meeting of stockholders,commencing with the first annual meeting, directors elected to succeed those directors whose termsexpire shall be elected for a term of office to expire at the first succeeding annual meeting ofstockholders after their election, with each director to hold office until his or her successor shall havebeen duly elected and qualified.

Section 2.  	Vacancies and Newly Created Directorships.

       	Subject to the rights of the holders of any class or series of preferred stock then outstanding,newly created directorships resulting from any increase in the authorized number of directors or anyvacancies in the Board of Directors resulting from death, resignation, retirement, disqualification,removal from office or other cause may be filled only by a majority vote of the directors then inoffice, though less than a quorum, and directors so chosen shall hold office for a term expiring at theannual meeting of stockholders at which the term of office of the class to which they have beenelected expires, and until such director's successor shall have been duly elected and qualified.  Nodecrease in the number of authorized directors constituting the Board shall shorten the term of anyincumbent director.
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Section 3.  	Regular Meetings.

       	Regular meetings of the Board of Directors shall be held at such place or places, on such dateor dates, and at such time or times as shall have been established by the Board of Directors andpublicized among all directors.  A notice of each regular meeting shall not be required.

Section 4.  	Special Meetings.

       	Special meetings of the Board of Directors may be called by a majority of the directors thenin office (rounded up to the nearest whole number) or by the President and shall be held at suchplace, on such date, and at such time as they or he or she shall fix.  Notice of the place, date, andtime of each such special meeting shall be given to each director by whom it is not waived bymailing written notice not less than five days before the meeting or by telegraphing or telexing orby facsimile transmission of the same not less than twenty-four (24) hours before the  meeting.Unless otherwise indicated in the notice thereof, any and all business may be transacted at a specialmeeting.

Section 5.  	Quorum.

       	At any meeting of the Board of Directors, a majority of the authorized number of directorsthen constituting the Board shall constitute a quorum for all purposes.  If a quorum shall fail toattend any meeting, a majority of those present may adjourn the meeting to another place, date, ortime, without further notice or waiver thereof.

Section 6.  	Participation in Meetings By Conference Telephone.

       	Members of the Board of Directors, or of any committee thereof, may participate in ameeting of such Board or committee by means of conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can hear each other and suchparticipation shall constitute presence in person at such meeting.

Section 7.  	Conduct of Business.

       	At any meeting of the Board of Directors, business shall be transacted in such order andmanner as the Board may from time to time determine, and all matters shall be determined by thevote of a majority of the directors present, except as otherwise provided herein or required by law.Action may be taken by the Board of Directors without a meeting if all members thereof consentthereto in writing, and the writing or writings are filed with the minutes of proceedings of the Boardof Directors.
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Section 8.  	Powers.

       	The Board of Directors may, except as otherwise required by law, exercise all such powersand do all such acts and things as may be exercised or done by the Corporation, including, withoutlimiting the generality of the foregoing, the unqualified power:

       	(1)	To declare dividends from time to time in accordance with law;

       	(2)	To purchase or otherwise acquire any property, rights or privileges on such terms asit shall determine;

       	(3)	To authorize the creation, making and issuance, in such form as it may determine, ofwritten obligations of every kind, negotiable or non-negotiable, secured or unsecured, and to do allthings necessary in connection therewith;

       	(4)	To remove any officer of the Corporation with or without cause, and from time totime to devolve the powers and duties of any officer upon any other person for the time being;

       	(5)	To confer upon any officer of the Corporation the power to appoint, remove andsuspend subordinate officers, employees and agents;

       	(6)	To adopt from time to time such stock, option, stock purchase, bonus or othercompensation plans and employment agreements for directors, officers, employees and agents of theCorporation and its subsidiaries as it may determine;

       	(7)	To adopt from time to time such insurance, retirement, and other benefit plans fordirectors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;and

       	(8)	To adopt from time to time regulations, not inconsistent with these By-laws, for themanagement of the Corporation's business and affairs.

Section 9.  	Compensation of Directors.

       	Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed feesand other compensation for their services as directors, including, without limitation, their servicesas members of committees of the Board of Directors.

Section 10.  	Qualification of Directors.

       	Each director shall at all times be the beneficial owner of not less than 300 shares of capitalstock of The Bryan-College Station Financial Holding Company.  
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**ARTICLE III**

**COMMITTEES**

Section 1.  	Committees of the Board of Directors.

       	The Board of Directors, by a vote of a majority of the Board of Directors, may from time totime designate committees of the Board, with such lawfully delegable powers and duties as it therebyconfers, to serve at the pleasure of the Board and shall, for those committees and any others providedfor herein, elect a director or directors to serve as the member or members, designating, if it desires,other directors as alternate members who may replace any absent or disqualified member at anymeeting of the committee.  Any committee so designated may exercise the power and authority ofthe Board of Directors to declare a dividend, to authorize the issuance of stock or to adopt acertificate of ownership and merger pursuant to Section 253 of the Delaware General CorporationLaw if the resolution which designated the committee or a supplemental resolution of the Board ofDirectors shall so provide.  In the absence or disqualification of any member of any committee andany alternate member in his or her place, the member or members of the committee present at themeeting and not disqualified from voting, whether or not he or she or they constitute a quorum, mayby unanimous vote appoint another member of the Board of Directors to act at the meeting in theplace of the absent or disqualified member.  The President of the Corporation shall serve as amember of each Committee of the Board of Directors, except for the Audit Committee or theCompensation Committee.

Section 2.  	Conduct of Business.

       	Each committee may determine the procedural rules for meeting and conducting its businessand shall act in accordance therewith, except as otherwise provided herein or required by law.Adequate provision shall be made for notice to members of all meetings; a majority of the membersshall constitute a quorum unless the committee shall consist of one or two members, in which eventone member shall constitute a quorum; and all matters shall be determined by a majority vote of themembers present.  Action may be taken by any committee without a meeting if all members thereofconsent thereto in writing, and the writing or writings are filed with the minutes of the proceedingsof such committee.  Minutes of all committee meetings shall be provided to the Board of Directorsat each meeting of the Board for its review.

Section 3.  	Nominating Committee.

       	The Board of Directors may appoint a Nominating Committee of the Board, consisting ofnot less than three members, one of which shall be the President if, and only so long as, the Presidentremains in office as a member of the Board of Directors.  The Nominating Committee shall haveauthority (i) to review any nominations for election to the Board of Directors made by a stockholderof the Corporation pursuant to Section 6(c)(ii) of Article I of these By-laws in order to determinecompliance with such By-law and (ii) to recommend to the Whole Board nominees for election tothe Board of Directors to replace those directors whose terms expire at the annual meeting ofstockholders next ensuing.
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**ARTICLE IV**

**OFFICERS OF THE CORPORATION**

Section 1.  	Generally.

       	(a)	The Board of Directors as soon as may be practicable after the annual meeting ofstockholders shall choose a President, a Secretary and a Treasurer and from time to time may choosesuch other officers as it may deem proper..  Any number of offices may be held by the same person.

       	(b)	The term of office of all officers shall be until the next annual election of officers anduntil their respective successors are chosen, but any officer may be removed from office at any timeby the affirmative vote of a majority of the authorized number of directors then constituting theBoard of Directors.

       	(c)	All officers chosen by the Board of Directors shall each have such powers and dutiesas generally pertain to their respective offices, subject to the specific provisions of this Article IV.Such officers shall also have such powers and duties as from time to time may be conferred by theBoard of Directors or by any committee thereof.

Section 2.  	President.

       	The President shall be the chief executive officer and, subject to the control of the Board ofDirectors, shall have general power over the management and oversight of the administration andoperation of the Corporation's business and general supervisory power and authority over its policiesand affairs.  The President shall see that all orders and resolutions of the Board of Directors and ofany committee thereof are carried into effect.  The President shall also have the authority to hire andterminate any officers junior to the President.

       	Each meeting of the Board of Directors shall be presided over by such officer as has beendesignated by the Board of Directors or, in his absence, by such officer or other person as is chosenat the meeting.  The Secretary or, in the Secretary's absence, the General Counsel of the Corporationor such officer as has been designated by the Board of Directors or, in his absence, such officer orother person as is chosen by the person presiding, shall act as secretary of each such meeting of thestockholders or the Board of Directors.
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Section 3.  	Vice President.

       	The Vice President or Vice Presidents, if any, shall perform the duties of the President in hisabsence or during his disability to act.  In addition, the Vice Presidents shall perform the duties andexercise the powers usually incident to their respective offices and/or such other duties and powersas may be properly assigned to them from time to time by the Board of Directors, the Chairman ofthe Board or the President.

Section 4.  	Secretary.

       	The Secretary or an Assistant Secretary shall issue notices of meetings, shall keep theirminutes, shall have charge of the seal and the corporate books, shall perform such other duties andexercise such other powers as are usually incident to such offices and/or such other duties andpowers as are properly assigned thereto by the Board of Directors, the Chairman of the Board or thePresident.

Section 5.  	Treasurer.

       	The Treasurer shall have charge of all monies and securities of the Corporation, other thanmonies and securities of any division of the Corporation which has a treasurer or financial officerappointed by the Board of Directors, and shall keep regular books of account.  The funds of theCorporation shall be deposited in the name of the Corporation by the Treasurer with such banks ortrust companies or other entities as the Board of Directors from time to time shall designate.  TheTreasurer shall sign or countersign such instruments as require his signature, shall perform all suchduties and have all such powers as are usually incident to such office and/or such other duties andpowers as are properly assigned to him by the Board of Directors, the Chairman of the Board or thePresident, and may be required to give bond, payable by the Corporation, for the faithfulperformance of his duties in such sum and with such surety as may be required by the Board ofDirectors.

Section 6.  	Assistant Secretaries and Other Officers.

       	The Board of Directors may appoint one or more assistant secretaries and one or moreassistant treasurers, or one appointee to both such positions, which officers shall have such powersand shall perform such duties as are provided in these By-laws or as may be assigned to them by theBoard of Directors, the Chairman of the Board or the President.

Section 7.  	Action with Respect to Securities of Other Corporations

       	Unless otherwise directed by the Board of Directors, the President or any officer of theCorporation authorized by the President shall have power to vote and otherwise act on behalf of theCorporation, in person or by proxy, at any meeting of stockholders of or with respect to any actionof stockholders of any other corporation in which this Corporation may hold securities and otherwiseto exercise any and all rights and powers which this Corporation may possess by reason of itsownership of securities in such other Corporation.
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**ARTICLE V**

**STOCK**

Section 1.  	Certificates of Stock.

       	Each stockholder shall be entitled to a certificate signed by, or in the name of the Corporationby, the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasureror an Assistant Treasurer, certifying the number of shares owned by him or her.  Any or all of thesignatures on the certificate may be by facsimile.

Section 2.  	Transfers of Stock.

       	Transfers of stock shall be made only upon the transfer books of the Corporation kept at anoffice of the Corporation or by transfer agents designated to transfer shares of the stock of theCorporation.  Except where a certificate is issued in accordance with Section 4 of Article V of theseBy-laws, an outstanding certificate for the number of shares involved shall be surrendered forcancellation before a new certificate is issued therefore.

Section 3.  	Record Date.

       	In order that the Corporation may determine the stockholders entitled to notice of or to voteat any meeting of stockholders, or to receive payment of any dividend or other distribution orallotment of any rights or to exercise any rights in respect of any change, conversion or exchangeof stock or for the purpose of any other lawful action, the Board of Directors may fix a record date,which record date shall not precede the date on which the resolution fixing the record date is adoptedand which record date shall not be more than 60 nor less than ten days before the date of any meetingof stockholders, nor more than 60 days prior to the time for such other action as hereinbeforedescribed; provided, however, that if no record date is fixed by the Board of Directors, the recorddate for determining stockholders entitled to notice of or to vote at a meeting of stockholders shallbe at the close of business on the day next preceding the day on which such notice is given or, ifnotice is waived, at the close of business on the day next preceding the day on which the meetingis held, and, for determining stockholders entitled to receive payment of any dividend or otherdistribution or allotment of rights or to exercise any rights of change, conversion or exchange ofstock or for any other purpose, the record date shall be at the close of business on the day on whichthe Board of Directors adopts a resolution relating thereto.

       	A determination of stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; provided, however, that the Board ofDirectors may fix a new record date for the adjourned meeting.
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Section 4.  	Lost, Stolen or Destroyed Certificates.

       	In the event of the loss, theft or destruction of any certificate of stock, another may be issuedin its place pursuant to such regulations as the Board of Directors may establish concerning proofof such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds ofindemnity.

Section 5.  	Regulations.

       	The issue, transfer, conversion and registration of certificates of stock shall be governed bysuch other regulations as the Board of Directors may establish.

**ARTICLE VI**

**NOTICES**

Section 1.  	Notices.

       	Except as otherwise specifically provided herein or required by law, all notices required tobe given to any stockholder, director, officer, employee or agent shall be in writing and may in everyinstance be effectively given by hand delivery to the recipient thereof, by depositing such notice inthe mail, postage paid, by sending such notice by prepaid telegram or mailgram or by sending suchnotice by facsimile machine or other electronic transmission.  Any such notice shall be addressedto such stockholder, director, officer, employee or agent at his or her last known address as the sameappears on the books of the Corporation.  The time when such notice is received, if hand delivered,or dispatched, if delivered through the mail, by telegram or mailgram or by facsimile machine orother electronic transmission, shall be the time of the giving of the notice.

Section 2.  	Waivers.

       	A written waiver of any notice, signed by a stockholder, director, officer, employee or agent,whether before or after the time of the event for which notice is to be given, shall be deemedequivalent to the notice required to be given to such stockholder, director, officer, employee or agent.Neither the business nor the purpose of any meeting need be specified in such a waiver.
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**ARTICLE VII**

**MISCELLANEOUS**

Section 1.  	Facsimile Signatures.

       	In addition to the provisions for use of facsimile signatures elsewhere specifically authorizedin these By-laws, facsimile signatures of any officer or officers of the Corporation may be usedwhenever and as authorized by the Board of Directors or a committee thereof.

Section 2.  	Corporate Seal.

       	The Board of Directors may provide a suitable seal, containing the name of the Corporation,which seal shall be in the charge of the Secretary.  If and when so directed by the Board of Directorsor a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by anAssistant Secretary or Assistant Treasurer.

Section 3.  	Reliance upon Books, Reports and Records.

       	Each director, each member of any committee designated by the Board of Directors, and eachofficer of the Corporation shall, in the performance of his or her duties, be fully protected in relyingin good faith upon the books of account or other records of the Corporation and upon suchinformation, opinions, reports or statements presented to the Corporation by any of its officers oremployees, or committees of the Board of Directors so designated, or by any other person as tomatters which such director or committee member reasonably believes are within such other person'sprofessional or expert competence and who has been selected with reasonable care by or on behalfof the Corporation.

Section 4.  	Fiscal Year.

       	The fiscal year of the Corporation shall be as fixed by the Board of Directors.

Section 5.  	Time Periods.

       	In applying any provision of these By-laws which requires that an act be done or not be donea specified number of days prior to an event or that an act be done during a period of a specifiednumber of days prior to an event, calendar days shall be used, the day of the doing of the act shallbe excluded and the day of the event shall be included.
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**ARTICLE VIII**

**AMENDMENTS
       	The By-laws of the Corporation may be adopted, amended or repealed as provided in ArticleSEVENTH of the Certificate of Incorporation of the Corporation.
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