AMENDED BYLAWS

                                       OF

                           WHG BANCSHARES CORPORATION


                                    ARTICLE I

                                Principal Office

         The principal office of WHG Bancshares  Corporation (the "Corporation")
shall be at 1505 York Road, Lutherville, Maryland 21903.


                                   ARTICLE II

                                  Stockholders

         SECTION 1. Place of Meetings. All annual and special meetings of
                    ------------------
stockholders shall be held at the principal office of the Corporation or at such
other place  within or without  the State of Maryland as the board of  directors
may determine and as designated in the notice of such meeting.

         SECTION  2. Annual  Meeting.  A  meeting  of the  stockholders  of the
                     ---------------
Corporation  for the election of directors and for the  transaction of any other
business of the Corporation  shall be held annually at such date and time as the
board of directors may determine.

         SECTION 3. Special  Meetings.  Special meetings of the stockholders for
                    -----------------
any  purpose  or  purposes  may be called at any time by the  president  or by a
majority of the board of directors or by a committee of the board, whose members
will be designated from time to time by the board, and which committee will have
the power and authority to call such meetings. Except to the extent an exception
is  authorized by the General Laws of the State of Maryland,  a special  meeting
may also be called by the secretary of the Corporation  upon the written request
of the  holders  of not less  than 25% of all votes  entitled  to be cast at the
meeting.  Such written request will state the purpose or purposes of the meeting
and the matters proposed to be acted on at the meeting and shall be delivered at
the home office of the Corporation  addressed to the chairman of the board,  the
president or the secretary. The secretary shall inform the stockholders who make
the request of the  reasonable  estimated cost of preparing and mailing a notice
of the meeting and, upon payment of the costs to the Corporation,  the secretary
shall then notify each stockholder entitled to notice of the meeting.

         SECTION 4. Conduct of Meetings.  Annual and special  meetings  shall be
                    -------------------
conducted in accordance  with the rules and procedures  established by the board
of directors. The board of directors shall designate, when present, the chairman
of the board, the president or any director or to preside at such meetings.

         SECTION 5. Notice of Meetings.  Written notice  stating the place,  day
                    ------------------
and hour of the meeting  and the  purpose or  purposes  for which the meeting is
called shall be mailed by the  secretary or the officer  performing  his duties,
not less than ten days nor more than  ninety  days  before  the  meeting to each
stockholder of record entitled to vote at such meeting.  If mailed,  such notice
shall be deemed to be

<PAGE>

delivered when deposited in the United States mail, addressed to the stockholder
at his  address  as it  appears  on the stock  transfer  books or records of the
Corporation  as of the record date  prescribed  in Section 6 of this Article II,
with postage thereon  prepaid.  If a stockholder is present at a meeting,  or in
writing waives notice thereof before or after the meeting, notice of the meeting
to such stockholder shall be unnecessary. When any stockholders' meeting, either
annual or  special,  is  adjourned  for more than thirty  days,  or if after the
adjournment a new record date is fixed for the adjourned meeting,  notice of the
adjourned meeting shall be given as in the case of an original meeting. It shall
not be  necessary  to give  any  notice  of the time  and  place of any  meeting
adjourned  for thirty days or less or of the business to be  transacted  at such
adjourned  meeting,  other  than an  announcement  at the  meeting at which such
adjournment is taken.

         SECTION  6.  Fixing of Record  Date.  For the  purpose  of  determining
                      ----------------------
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any  adjournment  thereof,  or  stockholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
proper purpose, the board of directors shall fix in advance a date as the record
date for any such determination of stockholders.  Such date in any case shall be
not more than sixty  days,  and in case of a meeting of  stockholders,  not less
than ten days prior to the date on which the particular  action,  requiring such
determination  of  stockholders,  is  to  be  taken.  When  a  determination  of
stockholders  entitled to vote at any meeting of  stockholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof.

         SECTION 7. Voting  Lists.  The officer or agent,  having  charge of the
                    -------------
stock transfer books for shares of the Corporation shall make and verify, within
20 days of a request for the  stockholder  list by a  stockholder  who meets the
requirements  of Maryland law for requesting such list, a complete record of the
stockholders  with the  address  of and the number of shares  held by each.  The
record shall be kept on file at the  principal  office of the  Corporation,  and
shall be  subject to  inspection  or made  available  to any  shareholder  whose
request is granted because the shareholder meets the requirements for requesting
the list under Maryland law.

         SECTION  8.  Quorum.   One-third  of  the  outstanding  shares  of  the
                      ------
Corporation  entitled  to  vote,  represented  in  person  or  by  proxy,  shall
constitute a quorum at a meeting of stockholders. If less than a majority of the
outstanding  shares are  represented  at a meeting,  a majority of the shares so
represented  may adjourn the  meeting  from time to time,  subject to the notice
requirements of Section 5 of this Article II. 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.   The
stockholders  present at a duly  organized  meeting  may  continue  to  transact
business   until   adjournment,   notwithstanding   the   withdrawal  of  enough
stockholders to leave less than a quorum.

         SECTION 9. Proxies. At all meetings of stockholders,  a stockholder may
                    -------

vote by proxy executed by the stockholder in the manner provided by the Articles
of  Incorporation.  Proxies solicited on behalf of the management shall be voted
as  directed  by the  stockholder  or,  in the  absence  of such  direction,  as
determined  by a majority  of the board of  directors.  No proxy  shall be valid
after eleven months from the date of its execution unless otherwise  provided in
the proxy.

         SECTION 10. Voting.  At each election for directors  every  stockholder
                     ------
entitled to vote at such  election  shall be entitled to one vote for each share
of stock held by him.  Directors shall be elected by a plurality of votes of the
shares  present in person or represented by proxy at the meeting and entitled to
vote on the election of directors.  Unless otherwise provided in the Articles of
Incorporation, by statute, or by

                                     - 2 -

<PAGE>

these Bylaws,  in matters  other than the election of  directors,  a majority of
those votes cast by stockholders at a lawful meeting shall be sufficient to pass
on a transaction or matter.

         SECTION 11. Voting of Shares in the Name of Two or More  Persons.  When
                     ----------------------------------------------------
ownership of stock stands in the name of two or more persons,  in the absence of
written  directions to the  Corporation  to the contrary,  at any meeting of the
stockholders of the Corporation any one or more of such  stockholders  may cast,
in person or by proxy,  all votes to which such  ownership is  entitled.  In the
event an attempt is made to cast  conflicting  votes,  in person or by proxy, by
the several  persons in whose name shares of stock  stand,  the vote or votes to
which  these  persons  are  entitled  shall be cast as directed by a majority of
those holding such stock and present in person or by proxy at such meeting,  but
no votes shall be cast for such stock if a majority cannot agree.

         SECTION 12. Voting of Shares by Certain Holders. Shares standing in the
                     -----------------------------------
name of another  corporation may be voted by any officer,  agent or proxy as the
bylaws of such corporation may prescribe,  or, in the absence of such provision,
as the board of directors of such  corporation may determine.  Shares held by an
administrator,  executor,  guardian  trustee or conservator may be voted by him,
either in person or by proxy,  without a transfer  of such shares into his name.
Shares  standing in the name of a receiver  may be voted by such  receiver,  and
shares held by or under the control of a receiver may be voted by such  receiver
without the transfer thereof into his name if authority to do so is contained in
an  appropriate  order of the  court or other  public  authority  by which  such
receiver was appointed.

                  A  stockholder  whose shares are pledged  shall be entitled to
vote such  shares  until the shares have been  transferred  into the name of the
pledgee  and  thereafter  the  pledgee  shall be  entitled to vote the shares so
transferred.

                  Neither   treasury  shares  of  its  own  stock  held  by  the
Corporation, nor shares held by another corporation, if a majority of the shares
entitled to vote for the  election of directors  of such other  corporation  are
held by the Corporation, shall be voted at any meeting or counted in determining
the total  number of  outstanding  shares at any given time for  purposes of any
meeting.

         SECTION  13.  Inspectors  of  Election.  In advance  of any  meeting of
                       ------------------------
stockholders,  the board of  directors  may  appoint  any  persons,  other  than
nominees  for office,  as  inspectors  of election to act at such meeting or any
adjournment  thereof.  The number of inspectors shall be either one or three. If
the  board  of  directors  so  appoints  either  one or three  inspectors,  that
appointment  shall not be altered at the meeting.  If inspectors of election are
not so  appointed,  the chairman of the board of directors or the  president may
make such appointment at the meeting.  In case any person appointed as inspector
fails to  appear  or fails or  refuses  to act,  the  vacancy  may be  filled by
appointment  by the board of  directors  in  advance  of the  meeting  or at the
meeting by the chairman of the meeting or the president.

                  Unless  otherwise  prescribed by applicable law, the duties of
such inspectors shall include: determining the number of shares of stock and the
voting power of each share, the shares of stock represented at the meeting,  the
existence  of a quorum,  the  authenticity,  validity  and  effect  of  proxies;
receiving votes, ballots or consents; hearing and determining all challenges and
questions in any way arising in connection with the right to vote;  counting and
tabulating all votes or consents;  determining the result;  and such acts as may
be proper to conduct the election or vote with fairness to all stockholders.

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         SECTION 14. Nominating Committee. The board of directors shall act as a
                     --------------------
nominating  committee  for  selecting  the  management  nominees for election as
directors.  Except in the case of a nominee substituted as a result of the death
or other  incapacity of a management  nominee,  the nominating  committee  shall
deliver  written  nominations to the secretary at least twenty days prior to the
date of the annual meeting.  Provided such committee makes such nominations,  no
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other  nominations by  stockholders  are
made in writing and delivered to the secretary of the  Corporation in accordance
with the provisions of Article II, Section 15 of these Bylaws.

         SECTION  15.  Notice for  Nominations  and  Proposals.  Nominations  of
                     -----------------------------------------
candidates for election as directors at any annual meeting of  stockholders  may
be made (a) by, or at the  direction of, a majority of the board of directors or
(b) by any  stockholder  entitled to vote at such annual  meeting.  Only persons
nominated in accordance  with the  procedures set forth in this Section 15 shall
be eligible for election as directors at an annual meeting.  Ballots bearing the
names of all the persons who have been nominated for election as directors at an
annual  meeting in accordance  with the  procedures set forth in this Section 15
shall be provided for use at the annual meeting.

         Nominations,  other than those made by or at the direction of the board
of  directors,  shall be made  pursuant  to  timely  notice  in  writing  to the
Secretary of the  Corporation  as set forth in this Section 15. To be timely,  a
stockholder's  notice  shall be  delivered  to, or mailed and  received  at, the
principal  office  of the  Corporation  not  less  than  60  days  prior  to the
anniversary date of the immediately  preceding annual meeting of stockholders of
the  Corporation;  provided,  however,  that with respect to the first scheduled
annual meeting,  notice by the  stockholder  must be so delivered or received no
later than the close of  business  on the tenth day  following  the day on which
notice of the date of the  scheduled  meeting  must be  delivered or received no
later  than the close of  business  on the fifth day  preceding  the date of the
meeting.  Such  stockholder's  notice shall set forth (a) as to each person whom
the  stockholder  proposes to nominate for election or re-election as a director
and as to the stockholder  giving the notice (i) the name, age, business address
and  residence  address  of  such  person,  (ii)  the  principal  occupation  or
employment of such person,  (iii) the class and number of shares of  Corporation
stock which are  Beneficially  Owned (as defined in Article XIII of the Articles
of  Incorporation)  by such person on the date of such stockholder  notice,  and
(iv) any other  information  relating  to such  person  that is  required  to be
disclosed in  solicitations  of proxies with respect to nominees for election as
directors, pursuant to Regulation 14A under the Securities Exchange Act of 1934,
as amended (the  "Exchange  Act"),  including,  but not limited to,  information
required to be disclosed by Items 4, 5, 6 and 7 of Schedule 14A to be filed with
the  Securities  and Exchange  Commission  (or any  successors  of such items or
schedule);  and (b) as to the  stockholder  giving  the  notice (i) the name and
address, as they appear on the Corporation's  books, of such stockholder and any
other  stockholders known by such stockholder to be supporting such nominees and
(ii) the class and number of shares of Corporation  stock which are Beneficially
Owned by such  stockholder  on the date of such  stockholder  notice and, to the
extent  known,  by any  other  stockholders  known  by  such  stockholder  to be
supporting such nominees on the date of such stockholder  notice. At the request
of the board of directors,  any person nominated by, or at the direction of, the
Board for  election  as a director  at an annual  meeting  shall  furnish to the
Secretary  of the  Corporation  that  information  required to be set forth in a
stockholder's notice of nomination which pertains to the nominee.

         Proposals, other than those made by or at the direction of the board of
directors,  shall be made  pursuant to timely notice in writing to the Secretary
of the Corporation as set forth in this Section 15. For stockholder proposals to
be included in the Corporation's proxy materials, the stockholder must comply

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<PAGE>

with all the timing and informational requirements of Rule 14a-8 of the Exchange
Act (or any successor  regulation).  With respect to stockholder proposals to be
considered  at the  annual  meeting  of  stockholders  but not  included  in the
Corporation's proxy materials,  the stockholder's  notice shall be delivered to,
or mailed and received at, the principal office of the Corporation not less than
60 days  prior  to the  anniversary  date of the  immediately  preceding  annual
meeting of stockholders of the Corporation.  Such stockholder's notice shall set
forth as to each  matter the  stockholder  proposes  to bring  before the annual
meeting (a) a brief description of the proposal desired to be brought before the
annual  meeting  and the  reasons  for  conducting  such  business at the annual
meeting, (b) the name and address, as they appear on the Corporation's books, of
the  stockholder  proposing  such business  and, to the extent known,  any other
stockholders  known by such stockholder to be supporting such proposal,  (c) the
class and number of shares of the Corporation stock which are Beneficially Owned
by the  stockholder  on the date of such  stockholder  notice and, to the extent
known, by any other stockholders known by such stockholder to be supporting such
proposal on the date of such stockholder  notice, and (d) any financial interest
of the stockholder in such proposal (other than interests which all stockholders
would have).

         The board of directors may reject any  nomination  by a stockholder  or
stockholder proposal not timely made in accordance with the requirements of this
Section  15. If the  board of  directors,  or a  designated  committee  thereof,
determines  that the  information  provided in a  stockholder's  notice does not
satisfy  the  informational  requirements  of this  Section  15 in any  material
respect,  the Secretary of the Corporation  shall notify such stockholder of the
deficiency in the notice.  The stockholder shall have an opportunity to cure the
deficiency by providing  additional  information  to the  Secretary  within such
period of time, not to exceed five days from the date such deficiency  notice is
given to the  stockholder,  as the board of  directors or such  committee  shall
reasonably  determine.  If the deficiency is not cured within such period, or if
the  board  of  directors  or such  committee  reasonably  determines  that  the
additional  information  provided by the stockholder,  together with information
previously provided, does not satisfy the requirements of this Section 15 in any
material  respect,  then the board of  directors  may reject such  stockholder's
nomination  or  proposal.  The  Secretary  of the  Corporation  shall  notify  a
stockholder  in writing  whether his  nomination  or  proposal  has been made in
accordance  with the time and  informational  requirements  of this  Section 15.
Notwithstanding the procedures set forth in this paragraph, if neither the board
of directors nor such committee makes a determination  as to the validity of any
nominations or proposals by a stockholder,  the presiding  officer of the annual
meeting shall determine and declare at the annual meeting whether the nomination
or proposal  was made in  accordance  with the terms of this  Section 15. If the
presiding  officer  determines  that  a  nomination  or  proposal  was  made  in
accordance  with the terms of this Section 15, he shall so declare at the annual
meeting and ballots  shall be provided  for use at the meeting  with  respect to
such nominee or proposal.  If the presiding officer determines that a nomination
or proposal  was not made in  accordance  with the terms of this  Section 15, he
shall so declare at the annual meeting and the defective  nomination or proposal
shall be disregarded.


                                   ARTICLE III

                               Board of Directors

         SECTION 1. General Powers.  The business and affairs of the Corporation
                    --------------
shall be under the direction of its board of  directors.  The board of directors
shall  annually  elect a  president  from among its members and may also elect a
chairman  of the board  from among its  members.  The board of  directors  shall
designate,  when  present,  any  director  or the  president  to  preside at its
meetings.

                                      - 5 -
<PAGE>

         SECTION 2. Number,  Term and  Election.  The board of  directors  shall
                    ---------------------------
consist of nine members and shall be divided into three  classes as nearly equal
in number as possible.  The members of each class shall be elected for a term of
three years and until their  successors  are elected or qualified.  The board of
directors  shall  be  classified  in  accordance  with  the  provisions  of  the
Corporation's  Articles  of  Incorporation.  Directors  are to be  elected  by a
plurality  of votes cast by the shares  entitled  to vote in the  election  at a
meeting of stockholders at which a quorum is present. The board of directors may
increase the number of members of the board of  directors  but in no event shall
the number of directors be increased in excess of fifteen.

         SECTION 3. Place of  Meetings.  All annual and special  meetings of the
                    ------------------
board of directors  shall be held at the principal  office of the Corporation or
at such other place within or without the State in which the principal office of
the  Corporation  is  located as the board of  directors  may  determine  and as
designated in the notice of such meeting.

         SECTION  4.  Regular  Meetings.  A  regular  meeting  of the  board  of
                      -----------------
directors  shall be held  without  other notice than this Bylaw at such time and
date as the board of directors may determine.

         SECTION 5. Special Meetings. Special meetings of the board of directors
                    ----------------
may be called by or at the request of the  president,  the chairman of the board
of directors or by one-third of the  directors.  The persons  authorized to call
special  meetings of the board of directors  may fix any place within or without
the State of Maryland as the place for holding any special  meeting of the board
of directors called by such persons.

         Members of the board of directors may  participate in special  meetings
by means of conference  telephone or similar  communications  equipment by which
all persons participating in the meeting can hear each other.

         SECTION 6. Notice. Written notice of any special meeting shall be given
                    ------
to each director at least two days previous thereto  delivered  personally or by
telegram or at least five days previous thereto delivered by mail at the address
at which the director is most likely to be reached.  Such notice shall be deemed
to be delivered  when  deposited in the United  States mail so  addressed,  with
postage thereon prepaid if mailed or when delivered to the telegraph  company if
sent by  telegram.  Any  director  may waive  notice of any meeting by a writing
filed  with the  secretary.  The  attendance  of a director  at a meeting  shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express  purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.  Neither the business to
be transacted at, nor the purpose of, any meeting of the board of directors need
be specified in the notice or waiver of notice of such meeting.

         SECTION 7.  Quorum.  A majority  of the  number of  directors  fixed by
                     ------
Section 2 of  Article  III shall  constitute  a quorum  for the  transaction  of
business  at any  meeting  of the  board of  directors,  but if less  than  such
majority  is present  at a meeting,  a majority  of the  directors  present  may
adjourn the meeting from time to time.  Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 6 of Article III.

         SECTION 8. Manner of Acting.  The act of the majority of the  directors
                    ----------------
present at a meeting at which a quorum is present  shall be the act of the board
of  directors,  unless a  greater  number is  prescribed  by these  Bylaws,  the
Articles of Incorporation, or the laws of Maryland.

                                      - 6 -
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         SECTION 9. Action Without a Meeting.  Any action  required or permitted
                    ------------------------
to be taken by the  board of  directors  at a  meeting  may be taken  without  a
meeting if a consent in  writing,  setting  forth the action so taken,  shall be
signed by all of the directors.

         SECTION 10. Resignation. Any director may resign at any time by sending
                     -----------
a written notice of such  resignation to the principal office of the Corporation
addressed  to the  Chairman  of the  Board or the  president.  Unless  otherwise
specified herein such resignation  shall take effect upon receipt thereof by the
president.

         SECTION 11. Vacancies.  Any vacancy occurring in the board of directors
                     ---------
shall be filled in accordance with the provisions of the Corporation's  Articles
of Incorporation.  Any directorship to be filled by reason of an increase in the
number of directors may be filled by the  affirmative  vote of two-thirds of the
directors then in office.  The term of such director shall be in accordance with
the provisions of the Corporation's Articles of Incorporation.

         SECTION 12.  Removal of Directors.  Any director or the entire board of
                      --------------------
directors  may be  removed  for  cause  and  then  only in  accordance  with the
provisions of the Corporation's Articles of Incorporation.

         SECTION 13. Compensation.  Directors, as such, may receive a stated fee
                     ------------
for their services. By resolution of the board of directors,  a reasonable fixed
sum, and reasonable  expenses of  attendance,  if any, may be allowed for actual
attendance at each regular or special meeting of the board of directors. Members
of either standing or special  committees may be allowed such  compensation  for
actual attendance at committee meetings as the board of directors may determine.
Nothing  herein shall be  construed  to preclude  any director  from serving the
Corporation in any other capacity and receiving remuneration therefor.

         SECTION 14. Presumption of Assent. A director of the Corporation who is
                     ---------------------
present at a meeting of the board of directors at which action on any  corporate
matter is taken shall be presumed to have  assented to the action  taken  unless
his  dissent or  abstention  shall be entered in the  minutes of the  meeting or
unless he shall file his written  dissent to such action with the person  acting
as the secretary of the meeting before the adjournment  thereof or shall forward
such dissent by registered mail to the secretary of the Corporation  immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
director who votes in favor of such action.

         SECTION 15. Residency Requirement. Each director of the Company must at
                     ---------------------
all times reside in a county, city or town within the State of Maryland which is
no more than 50 miles in distance from the nearest branch office location of the
Company's wholly-owned subsidiary, Heritage Savings Bank, FSB.

                                   ARTICLE IV

                      Committees of the Board of Directors

         The board of directors  may, by resolution  passed by a majority of the
whole  board,  designate  one or more  committees,  as they may  determine to be
necessary or appropriate for the conduct of the business of the Corporation, and
may prescribe the duties,  constitution and procedures  thereof.  Each committee
shall  consist  of one or more  directors  of the  Corporation.  The  board  may
designate one or more directors

                                      - 7 -
<PAGE>

as  alternate  members  of  any  committee,   who  may  replace  any  absent  or
disqualified member at any meeting of the committee.

         The board of directors shall have power,  by the affirmative  vote of a
majority  of the  authorized  number of  directors,  at any time to  change  the
members of, to fill  vacancies  in, and to discharge any committee of the board.
Any member of any such  committee may resign at any time by giving notice to the
Corporation  provided,  however,  that notice to the board,  the chief executive
officer,  the chairman of such  committee,  or the secretary  shall be deemed to
constitute  notice to the Corporation.  Such resignation  shall take effect upon
receipt  of such  notice or at any later time  specified  therein;  and,  unless
otherwise  specified  therein,  acceptance  of  such  resignation  shall  not be
necessary to make it effective.  Any member of any such committee may be removed
at any time, either with or without cause, by the affirmative vote of a majority
of the  authorized  number of  directors  at any meeting of the board called for
that purpose.

                                    ARTICLE V

                                    Officers

         SECTION 1. Positions.  The officers of the Corporation  shall include a
                    ---------
chief executive officer, president, one or more vice presidents, a secretary and
a  treasurer,  each of whom  shall be  elected  by the board of  directors.  The
offices of the secretary and treasurer may be held by the same person and a vice
president  may also be  either  the  secretary  or the  treasurer.  The board of
directors may designate one or more vice  presidents as executive vice president
or senior vice president. The board of directors may also elect or authorize the
appointment  of such other  officers  as the  business  of the  Corporation  may
require.  The officers  shall have such authority and perform such duties as the
board of directors may from time to time authorize or determine.  In the absence
of action by the board of  directors,  the  officers  shall have such powers and
duties as generally pertain to their respective offices.

         SECTION 2. Election and Term of Office. The officers of the Corporation
                    ---------------------------
shall be elected  annually by the board of directors at the first meeting of the
board of directors  held after each annual meeting of the  stockholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible.  Each officer shall hold office until his successor
shall have been duly elected and  qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter  provided.  Election
or  appointment  of an officer,  employee  or agent  shall not of itself  create
contract  rights.  The board of directors may authorize the Corporation to enter
into an employment  contract with any officer in accordance  with state law; but
no such contract  shall impair the right of the board of directors to remove any
officer at any time in accordance with Section 3 of this Article V.

         SECTION  3.  Removal.  Any  officer  may be  removed by the vote of the
                      -------
majority of the board of directors whenever, in its judgment, the best interests
of the  Corporation  will be served  thereby,  but such removal,  other than for
cause,  shall be without prejudice to the contract rights, if any, of the person
so removed.

         SECTION  4.  Vacancies.  A  vacancy  in any  office  because  of death,
                      ---------
resignation,  removal, disqualification or otherwise, may be filled by the board
of directors for the unexpired portion of the term.

                                      - 8 -
<PAGE>

         SECTION 5.  Remuneration.  The  remuneration  of the officers  shall be
                     ------------
fixed  from  time to time by the  board of  directors  and no  officer  shall be
prevented  from  receiving  such  salary by reason of the fact that he is also a
director of the Corporation.

                                   ARTICLE VI

                      Contracts, Loans, Checks and Deposits

         SECTION 1.  Contracts.  To the extent  permitted by applicable law, and
                     ---------
except as otherwise prescribed by the Corporation's Articles of Incorporation or
these Bylaws with respect to certificates for shares, the board of directors may
authorize any officer,  employee,  or agent of the Corporation to enter into any
contract or execute and deliver any  instrument  in the name of and on behalf of
the  Corporation.  Such  authority  may  be  general  or  confined  to  specific
instances.

         SECTION  2.  Loans.  No loans  shall be  contracted  on  behalf  of the
                      -----
Corporation and no evidence of  indebtedness  shall be issued in its name unless
authorized by the board of directors.  Such authority may be general or confined
to specific instances.

         SECTION 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 one or more officers,  employees or
agents  of the  Corporation  in  such  manner  as  shall  from  time  to time be
determined by resolution of the board of directors.

         SECTION  4.  Deposits.  All  funds  of the  Corporation  not  otherwise
                      --------
employed shall be deposited  from time to time to the credit of the  Corporation
in any of its duly authorized depositories as the board of directors may select.

                                   ARTICLE VII

                   Certificates for Shares and Their Transfer

         SECTION 1. Certificates for Shares. The shares of the Corporation shall
                    -----------------------
be represented by  certificates  signed by the president or a vice president and
by the treasurer or by the secretary of the Corporation,  and may be sealed with
the seal of the Corporation or a facsimile thereof. Any or all of the signatures
upon a certificate  may be facsimiles if the certificate is  countersigned  by a
transfer agent, or registered by a registrar,  other than the Corporation itself
or an  employee  of the  Corporation.  If any  officer  who has  signed or whose
facsimile  signature has been placed upon such certificate  shall have ceased to
be such  officer  before  the  certificate  is  issued,  it may be issued by the
Corporation  with the same effect as if he were such  officer at the date of its
issue.

         SECTION 2. Form of Share  Certificates.  All certificates  representing
                    ---------------------------
shares issued by the Corporation  shall set forth upon the face or back that the
Corporation  will furnish to any  shareholder  upon request and without charge a
full  statement  of the  designations,  preferences,  limitations,  and relative
rights of the shares of each class  authorized to be issued,  the  variations in
the relative  rights and  preferences

                                      - 9 -

<PAGE>

between  the  shares of each such  series so far as the same have been fixed and
determined, and the authority of the board of directors to fix and determine the
relative rights and preferences of subsequent series.

         Each certificate representing shares shall state upon the face thereof:
that the Corporation is organized  under the laws of the State of Maryland;  the
name of the person to whom issued;  the number and class of shares;  the date of
issue; the designation of the series, if any, which such certificate represents;
the par value of each share represented by such certificate, or a statement that
the shares are  without  par value.  Other  matters in regard to the form of the
certificates shall be determined by the board of directors.

         SECTION 3. Payment for Shares.  No certificate  shall be issued for any
                    ------------------
share until such share is fully paid.

         SECTION  4. Form of  Payment  for  Shares.  The  consideration  for the
                     -----------------------------
issuance of shares shall be paid in accordance  with the  provisions of Maryland
law.

         SECTION 5.  Transfer of Shares.  Transfer of shares of capital stock of
                     ------------------
the Corporation  shall be made only on its stock transfer  books.  Authority for
such  transfer  shall be given  only by the  holder of record  thereof or by his
legal representative, who shall furnish proper evidence of such authority, or by
his attorney  thereunto  authorized by power of attorney duly executed and filed
with  the  Corporation.  Such  transfer  shall  be made  only on  surrender  for
cancellation of the certificate for such shares. The person in whose name shares
of capital  stock stand on the books of the  Corporation  shall be deemed by the
Corporation to be the owner thereof for all purposes.

         SECTION 6. Stock Ledger.  The stock ledger of the Corporation  shall be
                    ------------
the only evidence as to who are the  stockholders  entitled to examine the stock
ledger,  the list  required  by  Section  6 of  Article  II or the  books of the
Corporation, or to vote in person or by proxy at any meeting of stockholders.

         SECTION 7. Lost  Certificates.  The board of directors may direct a new
                    ------------------
certificate to be issued in place of any certificate  theretofore  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.  When authorizing such issue of a new certificate,
the board of directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  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 8.  Beneficial  Owners.  The  Corporation  shall be entitled to
                     ------------------
recognize the exclusive  right of a person  registered on its books as the owner
of shares to  receive  dividends,  and to vote as such  owner,  and shall not be
bound to recognize any equitable or other claim to or interest in such shares on
the part of any other person,  whether or not the Corporation shall have express
or other notice thereof, except as otherwise provided by law.

                                     - 10 -
<PAGE>

                                  ARTICLE VIII

                            Fiscal Year; Annual Audit

         The  fiscal  year  of the  Corporation  shall  end on the  last  day of
September of each year. The  Corporation  shall be subject to an annual audit as
of the end of its fiscal year by independent public accountants appointed by and
responsible to the board of directors.

                                   ARTICLE IX

                                    Dividends

         Subject  to  the  provisions  of  the  Articles  of  Incorporation  and
applicable  law, the board of directors may, at any regular or special  meeting,
declare dividends on the Corporation's  outstanding capital stock. Dividends may
be paid in cash, in property or in the Corporation's own stock.

                                    ARTICLE X

                                 Corporate Seal

         The  corporate  seal of the  Corporation  shall be in such  form as the
board of directors shall prescribe.

                                   ARTICLE XI

                                   Amendments

         The Bylaws may be  altered,  amended or  repealed  or new Bylaws may be
adopted in the manner set forth in the Articles of Incorporation.


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