RIGGS NATIONAL CORPORATION





                                     BY-LAWS





                           As Adopted January 7, 1981

                     With Amendments through April 12, 2000

<PAGE>


                                   BY-LAWS OF

                           RIGGS NATIONAL CORPORATION

                           As Adopted January 7, 1981
                    (With Amendments through April 12, 2000)


                                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                                             7
         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                               8
         Section 3.12  Committees of the Board                            8

                                        i

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                                                                        Page

Article IV--THE EXECUTIVE COMMITTEE
         Section 4.1   Appointment, Tenure and Quorum                     9
         Section 4.2   Powers of the Executive Committee                  9
         Section 4.3   Place and Time of Meetings                         9
         Section 4.4   Minutes of Proceedings                            10

Article V--THE OFFICERS
         Section  5.1   Number and Qualifications                        10
         Section  5.2   Term of Office                                   10
         Section  5.3   Compensation                                     10
         Section  5.4   The Chairman of the Board                        11
         Section  5.5   The Senior Chairman and Vice Chairmen            11
         Section  5.6   The President                                    11
         Section  5.7   Executive Vice-Presidents                        11
         Section  5.8   Vice-Presidents                                  11
         Section  5.9   The Treasurer                                    12
         Section  5.10  Assistant Treasurer                              12
         Section  5.11  The Secretary                                    12
         Section  5.12  Assistant Secretary                              13


Article VI--NOTICES
         Section  6.1   Manner of Giving                                 14
         Section  6.2   Waiver of Notice                                 14

Article VII--CERTIFICATES OF STOCK
         Section  7.1   Stock Certificates                               15
         Section  7.2   Facsimile Signatures                             15
         Section  7.3   Designations, Preferences,
                        Participating and Optional Rights                15
         Section  7.4   Lost Certificates                                16
         Section  7.5   Transfer of Stock                                16
         Section  7.6   Registered Stockholders                          16

Article VIII--FIXING RECORD DATE
         Section  8.1   Record Date                                      17

Article IX--INSPECTION OF BOOKS AND RECORDS
         Section  9.1   Right and Conditions of Inspection               18



                                       ii


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                                                                         Page


Article X--CONTRACTS, LOANS, CHECKS AND DEPOSITS
         Section 10.1   Contracts                                         19
         Section 10.2   Loans                                             19
         Section 10.3   Checks, Drafts, etc.                              19
         Section 10.4   Deposits                                          19
         Section 10.5   Voting Stock and Other Corporations               19

Article XI--FISCAL YEAR
         Section 11.1   Fiscal Year                                       20

Article XII--SEAL
         Section 12.1   Seal                                              21

Article XIII--AMENDMENTS
         Section 13.1   Amendments                                        22

Article XIV--ADVANCEMENT OF EXPENSES
         Section 14.1   Advancement of Expenses                           23






                                       iii



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                           RIGGS NATIONAL CORPORATION



                                  B Y - L A W S

                             Adopted January 7, 1981
                    (With Amendments through April 12, 2000)





                                    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.


                                      -1-

<PAGE>



                                   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.

                                      -2-

<PAGE>

         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.

                                      -3-

<PAGE>



         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.

                                      -4-

<PAGE>


                                   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.

                                      -5-
<PAGE>

         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.

                                      -6-

<PAGE>


         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.

                                      -7-

<PAGE>


         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.

                                      -8-

<PAGE>


                                   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.

                                      -9-

<PAGE>


                                    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.

                                      -10-
<PAGE>

         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.

                                      -11-

<PAGE>


         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.

                                      -12-

<PAGE>


         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.

                                      -13-


<PAGE>


                                   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.

                                      -14-

<PAGE>


                                   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.

                                      -15-
<PAGE>

         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.

                                      -16-

<PAGE>


                                  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.


                                      -17-
<PAGE>


                                   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.

                                      -18-

<PAGE>


                                    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.

                                      -19-

<PAGE>


                                   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.

                                      -20-

<PAGE>


                                   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.

                                      -21-

<PAGE>


                                  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.

                                      -22-
<PAGE>


                                   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.

                                      -23-