<PAGE> 1


                        PROVIDENT BANKSHARES CORPORATION

                           AMENDED AND RESTATED BYLAWS
                           ---------------------------


                               ARTICLE I - OFFICES
                               -------------------


      The principal  office of the  Corporation  in Maryland shall be located at
114 East Lexington Street,  Baltimore,  Maryland 21202. The Corporation may have
such other offices,  either within or without the State of Maryland as the Board
of Directors may designate or as the business of the  Corporation  may from time
to time require.

                            ARTICLE II - STOCKHOLDERS
                            -------------------------

Section 1 - ANNUAL MEETING
            --------------

      The annual meeting of the stockholders of the Corporation shall be held at
such time during  April of each year as the Board of Directors  shall,  in their
discretion,  fix.  The  business to be  transacted  at the annual  meting  shall
include the election of directors, consideration of the report of the President,
and any other business  properly  brought before the meeting in accordance  with
Section 7(b).

Section 2 - SPECIAL MEETINGS
            ----------------

      A special  meeting of the  stockholders  may be called at any time for any
purpose or  purposes  by the  Chairman  of the  Board,  the  President,  or by a
majority of the Board of Directors and a special meeting of  stockholders  shall
be called by the Secretary of the Corporation upon the request in writing of the
holders of a majority  of all shares  outstanding  and  entitled  to vote on the
business to be transacted at such meeting. Notwithstanding the first sentence of
this Section 2, the Secretary of the Corporation  shall not be obligated to call
a special meeting of the stockholders  requested by stockholders for the purpose
of taking any action that is non-binding or advisory in nature.

Section 3 - PLACE OF MEETING
            ----------------

      The Board of Directors may  designate any place,  either within or without
the State of Maryland as the place of meeting for any annual or special  meeting
of stockholders. If no designation is made, or if a special meeting be otherwise
called,  the  place  of  the  meeting  shall  be  the  principal  office  of the
Corporation in Maryland.

Section 4 - NOTICE OF MEETING; WAIVER OF NOTICE
            -----------------------------------

      Not less than ten (10) days or more than  ninety (90) days before the date
of every  stockholders  meeting,  the Secretary  shall give to each  stockholder
entitled to vote at such meeting,


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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, either by mail or by presenting it to him personally or by leaving it
at his  residence  or usual place of  business.  Notwithstanding  the  foregoing
provisions, a written waiver of notice, signed by the person entitled to notice,
whether before or after the time stated therein,  shall be equivalent to notice.
Attendance of a person  entitled to notice at a meeting,  in person or by proxy,
shall  constitute  a waiver of notice of such  meeting,  except when such person
attends the meeting for the express  purpose of  objecting,  at the beginning of
the  meeting,  to the  transaction  of any  business  because the meeting is not
lawfully called or convened.

Section 5 - QUORUM
            ------

      At any meeting of stockholders,  a majority of the shares entitled to vote
a the meeting,  present in person or by proxy,  shall  constitute a quorum.  The
affirmative  vote  of  a  majority  of  the  shares  present  at  a  meeting  of
stockholders,  duly called and at which a quorum is present, shall be sufficient
to take or to authorize  action upon any matter  which may properly  come before
the  meeting  unless  more than a majority of votes is required by statute or by
the Certificate of Incorporation of the Corporation.

      In the absence of a quorum a majority of the shares  represented in person
or by proxy may adjourn the meeting  from time to time not  exceeding a total of
thirty (30) days without  further notice other than that by announcement at such
meeting.  At such  adjourned  meeting at which a quorum  shall be  present,  any
business  may be  transacted  which  might have been  transacted  at the meeting
originally  called.  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 6 - ORGANIZATION
            ------------

      The  Chairman  of the Board of the  Corporation  or, in his  absence,  the
President  of the  Corporation,  or in his  absence  such person as the Board of
Directors may have  designated or, in the absence of such a person,  such person
as may be chosen by the holders of a majority of the shares entitled to vote who
are  present,  in person or by proxy,  shall  call to order any  meeting  of the
stockholders and act as chairman of the meeting. In the absence of the Secretary
of the  Corporation,  the  secretary of the meeting  shall be such person as the
chairman appoints.

Section 7 - CONDUCT OF BUSINESS
            -------------------

      (a) The chairman of any meeting of stockholders  shall determine the order
of business and the procedures at the meeting,  including such regulation of the
manner of voting and the conduct of  discussion  as seem to him or her in order.
The date and time of the  opening  and closing of the polls for each matter upon
which  the  stockholders  will vote at the  meeting  shall be  announced  at the
meeting.


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      (b) At any annual meeting of the stockholders, only such business shall be
conducted  as shall  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 complies with
the  notice  procedures  set forth in this  Section  7(b).  For  business  to be
properly  brought before an annual  meeting by a stockholder,  the business must
relate to a proper subject  matter for  stockholder  action and the  stockholder
must have  given  timely  notice  thereof in  writing  to the  Secretary  of the
Corporation. To be timely, a stockholder's notice must be delivered or mailed to
and received at the principal  executive office of the Corporation not less than
one hundred-twenty (120) days prior to the date of the annual meeting; provided,
however,  that in the event that less than one hundred-thirty (130) days' notice
or  prior  public  disclosure  of the  date of the  meeting  is given or made to
stockholders,  notice by the stockholder to be timely must be received not later
than the  close of  business  on the 10th day  following  the day on which  such
notice of the date of the annual  meeting was mailed or such  public  disclosure
was made. A  stockholder's  notice to the  Secretary  shall set forth as to each
matter such stockholder  proposes to bring before the annual meeting (i) a brief
description of the business  desired to be brought before the annual meeting and
the reasons for conducting  such business at the annual  meeting,  (ii) the name
and  address,  as they appear on the  Corporation's  books,  of the  stockholder
proposing  such  business,   (iii)  the  class  and  number  of  shares  of  the
Corporation's  capital stock that are  beneficially  owned by such  stockholder,
(iv) a statement  disclosing  (I) whether such  stockholder is acting with or on
behalf of any other person and (II) if applicable,  the identity of such person,
and  (v)  any  material   interest  of  such   stockholder   in  such  business.
Notwithstanding  anything in these Bylaws to the contrary,  no business shall be
brought before or conducted at an annual  meeting except in accordance  with the
provisions  of this  Section  7(b).  The  Chairman of the Board or other  person
presiding over the annual meeting shall, if the facts so warrant,  determine and
declare to the meeting that business was not properly brought before the meeting
in  accordance  with the  provisions  of this  Section 7(b) and, if he should so
determine,  he  shall  so  declare  to the  meeting  and any  such  business  so
determined  to  be  not  properly  brought  before  the  meeting  shall  not  be
transacted.

      (c) Only persons who are nominated in accordance  with the  procedures set
forth in these Bylaws shall be eligible for election as  Directors.  Nominations
of persons for election to the Board of Directors of the Corporation may be made
at a meeting of stockholders at which directors are to be elected only (i) by or
at the  direction of the Board of Directors  or (ii) by any  stockholder  of the
Corporation  entitled to vote for the  election of  Directors at the meeting who
complies  with the  notice  procedures  set  forth in this  Section  7(c).  Such
nominations,  other  than  those  made by or at the  direction  of the  Board of
Directors,  shall be made by timely  notice in writing to the  Secretary  of the
Corporation.  To be timely, a stockholder's  notice shall be delivered or mailed
to and received at the principal  executive  office of the  Corporation not less
than one hundred-twenty  (120) days prior to the date of the meeting;  provided,
however,  that in the event that less than one hundred-thirty (130) days' notice
or prior disclosure of the date of the meeting is given or made to stockholders,
notice by the  stockholder  to be timely must be so received  not later than the
close of business on the 10th day  following the day on which such notice of the
date of the  meeting  was  mailed  or such  public  disclosure  was  made.  Such
stockholder's notice shall set forth (i) as to each person whom such stockholder
proposes to nominate for election or re-elections as a Director, all information
relating to such person that is required to be  disclosed  in  solicitations  of
proxies for election of Directors, or

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is  otherwise  required,  in each  case  pursuant  to  Regulation  14A under the
Securities  Exchange Act of 1934, as amended  (including  such person's  written
consent to being named in the proxy  statement  as a nominee and to serving as a
Director if elected);  and (ii) as to the stockholder  giving the notice (x) the
name  and  address,  as  they  appear  on  the  Corporation's   books,  of  such
stockholder,  (y) the class and  number of shares of the  Corporation's  Capital
Stock  that are  beneficially  owned by such  stockholder,  and (z) a  statement
disclosing (I) whether such stockholder or any nominee thereof is acting with or
on behalf of any other  person  and (II) if  applicable,  the  identity  of such
person.

Section 8 - VOTING
            ------

      Unless the Certificate of  Incorporation  provides for a greater or lesser
number of votes per share or limits or denies voting  rights,  each  outstanding
share of stock,  regardless of class, is entitled to one (1) vote on each matter
submitted to a vote at a meeting of stockholders.

Section 9 - PROXIES
            -------

      At all meetings of  stockholders,  a stockholder may vote the shares owned
of  record  by him  either in person  or by proxy  executed  in  writing  by the
stockholder  or by his duly  authorized  attorney-in-fact.  Such proxy  shall be
filed with the Secretary of the Corporation before or a the time of the meeting.
No proxy shall be valid after eleven (11) months from the date of its execution,
unless otherwise provided in the proxy.

Section 10 - LIST OF STOCKHOLDERS
             --------------------

      For at least ten (10) days prior to every meeting of stockholders, a full,
true and complete  list of all  stockholders  entitled to vote at such  meeting,
showing  the  address  of each  stockholder  and the  number and class of shares
registered in his or her name and certified by the transfer agent for such class
or by the officer having charge of the Corporation's  stock ledger shall be open
to the  examination of any  stockholder  for any purpose germane to the meeting,
during  ordinary  business  hours  at  the  Corporation's  principal  office  in
Maryland.  Such  list  shall  be open  for  inspection  at such  meeting  by any
stockholder present.

Section 11 - CONDUCT OF VOTING
             -----------------

      At all  meetings  of  stockholders,  unless  the  voting is  conducted  by
inspectors,  the  proxies  and  ballots  shall be  received,  and all  questions
touching  the  qualification  of voters  and the  validity  of  proxies  and the
acceptance  or  rejection  of votes  shall be  decided  by the  chairman  of the
meeting. If demanded by stockholders, present in person or by proxy, entitled to
cast ten percent (10%) in number of votes  entitled to be cast, or if ordered by
the chairman,  the voting shall be conducted by two  inspectors,  in which event
the  proxies and ballots  shall be  received,  and all  questions  touching  the
qualification  of voters and the  validity  of  proxies  and the  acceptance  or
rejection of votes,  shall be decided by such inspectors.  Unless so demanded or
ordered,  voting need not be conducted by inspectors.  The  stockholders  at any
meeting may choose an inspector or inspectors to act at such

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meeting, and in default or such election the chairman of the meeting may appoint
an inspector or inspectors. No candidate for election as a director at a meeting
shall serve as an inspector thereat.

                             ARTICLE III - DIRECTORS
                             -----------------------

Section 1 - GENERAL POWERS
            --------------

      The business and affairs of the Corporation  shall be managed by its Board
of  Directors.  The  Board of  Directors  may  exercise  all the  powers  of the
Corporation,  except  those  conferred  on or  reserved to the  stockholders  by
statute or by the  Certificate  of  Incorporation  or the Bylaws.  The Board may
adopt such rules and  regulations  for the  conduct  of their  meetings  and the
management  of the  Corporation  as they  may deem  proper,  and  which  are not
inconsistent with these Bylaws and with the Maryland General Corporation Law.

Section 2 - NUMBER
            ------

      The number of  directors of the  Corporation  shall be at least three (3);
provided,  however,  that a majority  of the entire  Board of  Directors  may be
resolution set the number of directors at such number as it may  determine,  but
such action shall not affect the tenure of office of any director. Each director
shall hold office  until his  successor  is elected and  qualified  or until his
earlier resignation or removal.

Section 3 - ELECTION AND TENURE
            -------------------

      (a) The directors shall be divided into three (3) classes, as nearly equal
in number as  possible,  with the term of office of the first class to expire at
the 1991 annual meeting of stockholders,  the term of office of the second class
to expire at the 1992 annual meeting of stockholders,  and the term of office of
the third class to expire at the 1993 annual  meeting of  stockholders.  At each
annual  meeting of  stockholders  beginning in 1991,  successors to the class of
directors  whose term expires at that annual meeting shall be elected for a term
of three (3) years.

      (b) Notwithstanding the provisions of Article III, Section 3(a) above, the
term of office of a director of the  Corporation  shall  expire upon the date of
the annual meeting of stockholders  immediately  following the date on which the
director reaches sixty-eight (68) years of age, and upon the date of such annual
meeting of  stockholders  such  individual  shall  cease to be a director of the
Corporation.  The  vacancy  created  by  such  expiration  shall  be  filled  in
accordance with Article III, Section 4.

Section 4 - VACANCIES
            ---------

      Subject to the rights of the  holders of any class or series of  preferred
stock then  outstanding,  any vacancy in the Board of  Directors,  including one
occurring because of an increase in the authorized number of directors, shall be
filled by a majority vote of the  remaining  directors at any regular or special
meeting of the Board of  Directors,  but if a vacancy  exists at the time of any
annual

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meeting of  stockholders,  such vacancy  shall be filled by majority vote of the
shares entitled to vote at such meeting.  An individual chosen to fill a vacancy
created  by the  death,  removal,  resignation  or  expiration  of the term of a
director shall hold office for the remainder of the departed director's term and
until his successor is elected and qualified,  or until his earlier  resignation
or removal. An individual chosen to fill a vacancy created by an increase in the
authorized  number of  directors of the  Corporation  shall hold office for such
term as the Board of Directors  shall  specify in  accordance  with Article III,
Section  3(a),  and in any event until his successor is elected and qualified or
until his earlier resignation or removal.

Section 5 - REGULAR MEETINGS
            ----------------

      The Board of Directors  shall meet for the purposes of  organization,  the
election of officers and the  transaction  of other  business after the close of
each  meeting  of  stockholders  at which a Board of  Directors  shall have been
elected.  Other regular meetings of the Board of Directors shall be held at such
times and such places, either within or without the State of Maryland, as may be
designated from time to time by the Chief  Executive  Officer or by the Board of
Directors.

Section 6 - SPECIAL MEETINGS
            ----------------

      Special  meetings of the Board of Directors  may be called by the Chairman
of the Board or by the Chief Executive Officer, or by a majority of the Board of
Directors in writing.  The person or persons authorized to call special meetings
of the Board of Directors may fix any place,  either within or without the State
of  Maryland,  as the place for  holding  the  special  meeting  of the Board of
Directors called by them.

Section 7 - NOTICE
            ------

      The Secretary  shall give notice to each director of the time and place of
every regular or special meeting of the Board of Directors. Notice is given to a
director when it is delivered  personally to him, left at his residence or usual
place of business,  or sent by telephone or telegraph,  at least 24 hours before
the time of the meeting, or in the alternative, when it is mailed to his address
as it appears on the records of the  Corporation,  at least 72 hours  before the
time of the meeting.  Any director may waive notice of any meeting either before
or after the  holding  thereof by written  waiver  filed with the records of the
meeting.  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,  at  the  beginning  of  the  meeting,  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
regular or special  meeting of the Board of  Directors  need by specified in the
notice or waiver of notice of such meeting.

Section 8 - TELEPHONIC MEETINGS
            -------------------

      Members  of the  Board of  Directors,  or of any  committee  thereof,  may
participate  in a meeting of such Board or  committee  by means of a  conference
telephone or similar communications

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equipment  by means of which all persons  participating  in the meeting can hear
each other,  and  participation  in a meeting  pursuant to this  Section 8 shall
constitute presence in person at such meeting.

Section 9 - QUORUM
            ------

      A majority of the total number of directors shall  constitute a quorum for
the  transaction  of  business,  but if less than such  quorum is  present  at a
meeting,  a majority of the  directors  present may adjourn the meeting  without
further  notice  from  time to time  until a quorum  shall  attend.  At any such
adjourned  meeting  at which a quorum  shall be  present,  any  business  may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.

Section 10 - MANNER OF ACTING
             ----------------

      The vote of the majority of the directors  present at a meeting at which a
quorum is  present  shall be the  action of the Board of  Directors  unless  the
concurrence  of a  greater  proportion  is  required  for  such  action  by  the
Certificate of Incorporation.

Section 11 - INFORMAL ACTION
             ---------------

      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 a
written  consent  to such  action  is  signed  by all  members  of the  Board of
Directors  or the  committee,  as the case may be, and such  written  consent if
filed with the minutes of the proceedings of the Board of Directors.

Section 12 - REMOVAL OF DIRECTORS
             --------------------

      Any or all of the directors may be removed, at any time, but then only for
cause and then only by the  affirmative  vote of the  holders of at least 80% of
the shares then entitled to vote at any election of directors.

Section 13 - RESIGNATION
             -----------

      A director may resign at any time by giving  written  notice to the Board,
the President or the Secretary of the Corporation. Unless otherwise specified in
the notice,  the resignation shall take effect upon receipt thereof by the Board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.

Section 14 - COMPENSATION
             ------------

      By resolution of the Board of Directors, a fixed sum and expenses, if any,
for  attendance at each regular or special  meeting of the Board of Directors or
of committees  thereof,  and other compensation for their services as such or on
such  committees,  may be paid to directors,  as may compensation for such other
services as a director may render to the Corporation.

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Section 15 - COMMITTEES
             ----------

      The Board of  Directors  may,  by  resolution  passed by a majority of the
entire Board, designate an executive committee, a nominating committee, an audit
committee,  a compensation  and human resources  committee or other  committees,
each committee to consist of two or more directors of the Corporation. The Board
may designate one or more  directors as alternate  members of any meeting of any
committee,  who may replace any absent or disqualified  member at any meeting of
any  committee.  A  majority  of the total  number of  committee  members  shall
constitute a quorum for the conduct of a committee's  business and affairs,  and
the vote of a majority of the members  constituting said quorum shall be the act
of  that  committee.  In  the  absence  or  disqualification  of a  member  of a
committee,  the member or members  remaining and not  disqualified  from voting,
whether  or not such  member or members  constitute  a quorum,  may  unanimously
appoint  another  member  of the  Board of  Directors  to act as a member at the
committee meeting in place of the absent or disqualified committee member.

      Any such committee,  to the extent provided in the resolution of the Board
of  Directors,  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,  and may authorize the seal of the Corporation to be affixed to all
papers which may require it;  provided,  however,  that any such committee shall
have no power or authority  with  reference to (i) amending the  Certificate  of
Incorporation, (ii) adopting an agreement of merger or consolidation under Title
3  of  the  Maryland  General   Corporation  Law,  (iii)   recommending  to  the
stockholders  the sale,  lease or  exchange of all or  substantially  all of the
Corporation's  property and assets,  (iv)  recommending  to the  stockholders  a
dissolution of the  Corporation or a revocation of a dissolution,  (v) declaring
dividends or distributions  on stock,  (vi) issuing stock other than as provided
by the Maryland  General  Corporation  Law, or (vii)  amending the Bylaws of the
Corporation.

                             ARTICLE IV - OFFICERS
                             ---------------------

Section 1 - EXECUTIVE AND OTHER OFFICERS
            ----------------------------

      The  Corporation  shall have a  President,  who shall be a director of the
Corporation,  a Secretary  and a  Treasurer.  It may also have a Chairman of the
Board,  who shall be a director  of the  Corporation  and shall be an  executive
officer if he is designated as the chief executive  officer of the  Corporation.
The Board of Directors may designate who shall serve as chief executive officer,
having general  supervision of the business and affairs of the Corporation,  and
as  chief  operating  officer,  having  supervision  of  the  operations  of the
Corporation;  in the absence of a designation the President shall serve as chief
executive officer and chief operating  officer.  The Corporation may have one or
more Executive Vice-Presidents,  one or more Assistant  Vice-Presidents,  one or
more Assistant  Secretaries and one or more Assistant  Treasurers.  A person may
hold more than one office in the Corporation  but may not serve  concurrently as
Post President and Vice-President of the Corporation.


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<PAGE> 9



Section 2 - CHAIRMAN OF THE BOARD
            ---------------------

      The  Chairman  of the  Board,  of one be  elected,  shall  preside  at all
meetings of the Board of Directors and of the  stockholders at which he shall be
present.  He shall have and may exercise such duties and powers as are from time
to time assigned to him by the Board of Directors.

Section 3 - PRESIDENT
            ---------

      In the absence of the Chairman of the Board,  the President  shall preside
at all  meetings of the  stockholders  and of the Board of Directors at which he
shall be present; he may sign and execute,  in the name of the Corporation,  all
authorized deeds,  mortgages,  bonds, contracts or other instruments,  except in
cases in which the  signing  and  execution  thereof  shall have been  expressly
delegated to some other office or agent of the Corporation;  and, in general, he
shall perform all duties usually  performed by a president of a corporation  and
such other  duties as may from time to time be  assigned  to him by the Board of
Directors or by the chief executive officer of the Corporation.

Section 4 - EXECUTIVE VICE-PRESIDENTS
            -------------------------

      The Executive Vice-President or Executive Vice-Presidents,  at the request
of the chief executive officer or the President or in the President's absence or
during his inability to act, shall perform the duties and exercise the functions
of the President,  and when so acting shall have the powers of the President. If
there be more than one  Executive  Vice-President,  the Board of  Directors  may
determine which one or more of the Executive  Vice-Presidents  shall perform any
of such duties or exercise any of such functions,  or if such  determination  is
not made by the Board of Directors,  the chief  executive  officer may make such
determination;  otherwise any of the Executive VicePresidents may perform any of
such duties or exercise any of such functions.  The Executive  VicePresident  or
Executive  Vice-Presidents  shall have such other  powers and perform such other
duties,  and have such additional  descriptive  designations in their titles (if
any),  as may be  assigned  by the Board of  Directors  or the  Chief  Executive
Officer.

Section 5 - VICE-PRESIDENTS
            ---------------

      In the absence of the Chairman of the Board,  the chief executive  officer
and the chief operating officer (if designated),  all Executive Vice-Presidents,
and all Senior Vice-Presidents (if such office then exists), such Vice President
as may be designated from time to time by the Board of Directors shall be vested
with the powers of the  President  and shall  perform  his  duties.  In addition
thereto,  all Vice  Presidents  shall  perform such duties as may be assigned to
them by the Board of Directors,  the Chairman of the Board,  the chief executive
officer or the President.

Section 6 - SECRETARY
            ---------

      The Secretary shall keep the minutes of the meetings of the  stockholders,
of the Board of  Directors  and of any  committees,  in books  provided  for the
purpose; he shall see that all notices are

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<PAGE> 10



duly given in  accordance  with the  provisions  of the Bylaws or as required by
law; he shall be custodian of the records of the  Corporation;  he shall witness
all  documents  on behalf of the  Corporation,  the  execution  of which is duly
authorized,  see that the  corporate  seal is  affixed  where such  document  is
required to be under its seal,  and, when so affixed,  may attest the same; and,
in general, he shall perform all duties incident to the office of a secretary of
a corporation, and such other duties as may from time to time be assigned to him
by the Board of Directors or the President.

Section 7 - TREASURER
            ---------

      The  Treasurer  shall  have  charge of and be  responsible  for all funds,
securities, receipts and disbursements of the Corporation, and shall deposit, or
cause to be  deposited,  in the name of the  Corporation,  all  monies  or other
valuable effects in such banks,  trust companies or other depositories as shall,
from time to time, be selected by the Board of Directors.  In general,  he shall
perform all the duties  incident to the office of a treasurer of a  corporation,
and such other  duties as may from time to time be  assigned to him by the Board
of Directors, the chief executive officer or the President.

Section 8 - ASSISTANT OFFICERS
            ------------------

      The Assistant  Vice-Presidents  shall have such duties as may from time to
time be  assigned  to them by the  Board  of  Directors  or the  President.  The
Assistant  Secretaries  shall  have  such  duties  as may  from  time to time be
assigned  to them by the Board of  Directors  or the  Secretary.  The  Assistant
Treasurers  shall have such  duties as may from time to time be assigned to them
by the Board of Directors or the Treasurer.

Section 9 - SUBORDINATE OFFICERS
            --------------------

      The  Corporation  may  have  such  subordinate  officers  as the  Board of
Directors  may from time to time deem  desirable.  Each such officer  shall hold
office for such period and perform  such duties as the Board of  Directors,  the
President or the committee or officer designated pursuant to Article IV, Section
11 may prescribe.

Section 10 - COMPENSATION
             ------------

      The Board of  Directors  shall  have power to fix the  salaries  and other
compensation  and  remuneration,  of  whatever  kind,  of  all  officers  of the
Corporation.  It may authorize any committee or officer,  upon whom the power of
appointing  subordinate  officers may have been conferred,  to fix the salaries,
compensation and remuneration of such subordinate officers.

Section 11 - ELECTION, TENURE AND REMOVAL OF OFFICERS
             ----------------------------------------

      The Board of Directors  shall elect the  officers.  The Board of Directors
may from time to time authorize any committee or officer to appoint  subordinate
officers.  An officer serves for one year and until his successor is elected and
qualified. If the Board of Directors in its judgment finds

                                      10

<PAGE> 11



that the best  interests of the  Corporation  will be served,  it may remove any
officer or agent of the Corporation. The removal of an officer or agent does not
prejudice any of his contract  rights.  The Board of Directors (or any committee
or officer authorized by the Board of Directors) may fill a vacancy which occurs
in any office for the unexpired portion of the term of that office.

                               ARTICLE V - STOCK
                               -----------------

Section 1 - CERTIFICATES FOR STOCK
            ----------------------

      Each  stockholder  shall be entitled to  certificates  which represent and
certify the shares of stock he holds in the Corporation.  Each stock certificate
shall  include  on its  face  the  name  of the  Corporation,  the  name  of the
stockholder  and the class of stock and  number  of  shares  represented  by the
certificate  and  be in  such  form,  not  inconsistent  with  law or  with  the
Certificate of Incorporation,  as shall be approved by the Board of Directors or
any officer or officers  designated  for such purpose by resolution of the Board
of  Directors.  Each  stock  certificate  shall be signed by the  President,  an
Executive  Vice-President or the Chairman of the Board, and countersigned by the
Secretary,  an Assistant  Secretary,  the Treasurer,  or an Assistant Treasurer.
Each  certificate  shall be sealed with the actual corporate seal or a facsimile
of it or in any other form and the signatures on each  certificate may be either
manual or facsimile signatures. A certificate is valid and may be issued whether
or not an officer who signed it is still an officer of the  Corporation  when it
is issued.

Section 2 - TRANSFERS
            ---------

      The Board of Directors  shall have power and  authority to make such rules
and  regulations  as it may deem expedient  concerning  the issue,  transfer and
registration  of  certificates  of stock,  and may appoint  transfer  agents and
registrars thereof. The duties of transfer agent and registrar may be combined.

Section 3 - RECORD DATE AND CLOSING OF TRANSFER BOOKS
            -----------------------------------------

      In order that the Corporation may determine the  stockholders  entitled to
notice of or to vote at any meeting of stockholders or any adjournment  thereof,
or  entitled  to  receive  payment  of any  dividend  or other  distribution  or
allotment  of any rights,  or entitled to exercise  any rights in respect of any
change,  conversion  or exchange of stock or for the purpose of any other lawful
action,  the Board of Directors may fix, in advance,  a record date, which shall
not be more than sixty (60) nor less than ten (10) days  before the date of such
meeting, nor more than sixty (60) days prior to any other action.

Section 4 - STOCK LEDGER
            ------------

      The Corporation  shall maintain a stock ledger which contains the name and
address  of each  stockholder  and the  number of shares of stock of each  class
registered in the name of each  stockholder.  The stock ledger may be in written
form or in any other form which can be converted  within a reasonable  time into
written form for visual inspection. The original or a duplicate of the

                                      11

<PAGE> 12



stock ledger shall be kept at the offices of a transfer agent for the particular
class of stock,  within or without the State of  Maryland,  or, if none,  at the
principal  office or the principal  executive  offices of the Corporation in the
State of Maryland.

Section 5 - CERTIFICATION OF BENEFICIAL OWNERS
            ----------------------------------

      The Board of  Directors  may adopt by  resolution  a procedure  by which a
stockholder of the Corporation  may certify in writing to the  Corporation  that
any shares of stock  registered in the name of the  stockholder are held for the
account of a specified person other than the  stockholder.  The resolution shall
set forth the class of stockholders  who may certify;  the purpose for which the
certification  may be made, the form of certification  and the information to be
contained  in it;  if the  certification  is with  respect  to a record  date or
closing of the stock transfer  books,  the time after the record date or closing
of the stock transfer books within which the  certification  must be received by
the  Corporation;  and any other  provisions with respect to the procedure which
the Board considers necessary or desirable.  On receipt of a certification which
complies  with the  procedure  adopted  by the  Board in  accordance  with  this
Section, the person specified in the certification is, for the purpose set forth
in the  certification,  the holder of record of the specified  stock in place of
the stockholder who makes the certification.

Section 6 - LOST, STOLEN OR DESTROYED STOCK CERTIFICATES
            --------------------------------------------

      The Board of Directors of the Corporation may determine the conditions for
issuing a new stock certificate in place of one which is purportedly  alleged to
have been lost, stolen or destroyed, or the Board of Directors may delegate such
power to any officer or  officers of the  Corporation.  In its  discretion,  the
Board of  Directors  or such  officer or  officers  may refuse to issue such new
certificate  except  upon  the  order  of a  court  having  jurisdiction  in the
premises.

                              ARTICLE VI - FINANCE
                              --------------------

Section 1 - CHECKS, DRAFTS, ETC.
            --------------------

      All checks,  drafts and orders for the  payment of money,  notes and other
evidences of indebtedness,  issued in the name of the Corporation, shall, unless
otherwise  provided by resolution  of the Board of  Directors,  be signed by the
President,  an Executive  Vice-President or a VicePresident and countersigned by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary.

Section 2 - ANNUAL STATEMENT OF AFFAIRS
            ---------------------------

      There  shall be  prepared  annually a full and  correct  statement  of the
affairs of the Corporation, to include a balance sheet and a financial statement
of operations  for the preceding  fiscal year. The statement of affairs shall be
submitted at the annual meeting of the stockholders and, within twenty (20) days
after the meeting,  placed on file at the Corporation's  principal office.  Such
statement  shall be prepared or caused to be prepared by such executive  officer
of the Corporation as may be

                                      12

<PAGE> 13



designated  in an  additional  or  supplementary  bylaw  adopted by the Board of
Directors. If no other executive officer is so designated,  it shall be the duty
of the President to prepare or cause to be prepared such statement.

Section 3 - FISCAL YEAR
            -----------

      The fiscal  year of the  Corporation  shall  commence  on the first day of
January and end on the last day of December in each year.

                         ARTICLE VII - SUNDRY PROVISIONS
                         -------------------------------

Section 1 - BOOKS AND RECORDS
            -----------------

      The  Corporation  shall keep correct and complete books and records of its
accounts and transactions and minutes of the proceedings of its stockholders and
Board of Directors and of any executive or other  committee when  exercising any
of  the  powers  of the  Board  of  Directors.  The  books  and  records  of the
Corporation  may be in written  form or in any other form which can be converted
within a reasonable time into written form for visual inspection.  Minutes shall
be recorded in written form but may be maintained in the form of a reproduction.

Section 2 - CORPORATE SEAL
            --------------

      The Board of Directors shall provide a suitable seal,  bearing the name of
the  Corporation,  which shall be in the charge of the  Secretary.  The Board of
Directors may authorize one or more duplicate  seals and provide for the custody
thereof.

Section 3 - BONDS
            -----

      The Board of Directors  may require any officer,  agent or employee of the
Corporation  to give a bond to the  Corporation,  conditioned  upon the faithful
discharge of his duties,  with one or more sureties and in such amount as may be
satisfactory to the Board of Directors.

Section 4 - VOTING UPON SHARES IN OTHER CORPORATIONS
            ----------------------------------------

      Stock of other corporations or associations, registered in the name of the
Corporation,  may be voted by the Chief  Executive  Officer,  the President,  an
Executive  Vice-President  or a proxy  appointed  by any of them.  The  Board of
Directors,  however,  may by  resolution  appoint some other person to vote such
shares, in which case such person shall be entitled to vote such shares upon the
production of a certified copy of such resolution.

Section 5 - MAIL
            ----

      Any  notice or other  document  which is  required  by these  Bylaws to be
mailed shall be deposited in the United States mails, postage prepaid.

                                      13

<PAGE> 14



Section 6 - EXECUTION OF DOCUMENTS
            ----------------------

      A person who holds more than one office in the  Corporation may not act in
more than one capacity to execute, acknowledge, or verify an instrument required
by law to be executed, acknowledged or verified by more than one officer.

Section 7 - AMENDMENT OF BYLAWS
            -------------------

      The Board of Directors shall have the power and authority to amend,  alter
or repeal these Bylaws or any provision thereof,  and may from time to time make
additional Bylaws.

                         ARTICLE VIII - INDEMNIFICATION
                         ------------------------------

Section 1 - RIGHT TO INDEMNIFICATION
            ------------------------

      Each person who was or is a party or is  threatened  to be made a party to
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,  administrative  or investigative (a  "proceeding"),  by reason of the
fact that he, or a person  of whom he is the legal  representative,  is or was a
director,  officer, employee or agent of the Corporation or is or was serving at
the  request of the  Corporation  as a director,  officer,  employee or agent of
another  corporation  or  of  a  partnership,  joint  venture,  trust  or  other
enterprise  (including service with respect to employee benefit plans),  whether
the basis of such  proceeding  is alleged  action in an  official  capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director,  officer, employee or agent, shall be indemnified and held harmless by
the  Corporation  to the  fullest  extent  authorized  by the  Maryland  General
Corporation  Law, as the same exists or may  hereafter be amended  (but,  in the
case of any such amendment,  only to the extent that such amendment, only to the
extent  that  such  amendment   permits  the   Corporation  to  provide  broader
indemnification  rights than said Law permitted the Corporation to provide prior
to  such  amendment)  against  all  expenses,   liability  and  loss  (including
attorney's fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith; provided, however, that the Corporation shall indemnify
any such person  seeking  indemnity in  connection  with a  proceeding  (or part
thereof)  initiated by such person only if such proceeding (or part thereof) was
authorized  by  the  Board  of  Directors  of the  Corporation.  Such  right  to
indemnification  under this Section shall be a contract  right and shall include
the right of an  officer  or  director  to be paid by the  Corporation  expenses
incurred  in  defending  any civil or criminal  action,  suit or  proceeding  in
advance of the final  disposition of any such action,  suit or proceeding,  upon
the  receipt  by the  Corporation  of an  undertaking,  by or on  behalf of such
director or officer,  to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise.

Section 2 - RIGHT OF CLAIMANT TO BRING SUIT
            -------------------------------

      If a claim for  indemnification or advancement of expenses under Section 1
is not paid in full by the  Corporation  within ninety (90) days after a written
claim for such has been received by the

                                      14

<PAGE> 15


Corporation,  the  claimant  may at any time  thereafter  bring suit against the
Corporation  to recover  the unpaid  amount of the claim and, if  successful  in
whole or in part,  the claimant shall be entitled to be paid also the expense of
prosecuting  such claim. It shall be a defense to any such action (other than an
action  brought  to  enforce a claim for  expenses  incurred  in  defending  any
proceeding in advance of its final  disposition  where the required  undertaking
has  been  tendered  to the  Corporation)  that  the  claimant  has  not met the
standards  of  conduct  which make it  permissible  under the  Maryland  General
Corporation  Law for the  Corporation  to indemnify  the claimant for the amount
claimed,  but the burden of proving  such defense  shall be on the  Corporation.
Nether  the  failure  of the  Corporation  (including  its  Board of  Directors,
independent legal counsel, or its stockholders) to make a determination prior to
the commencement of such action that  indemnification  of the claimant is proper
in the  circumstances  because he meets the  applicable  standard of conduct set
forth in the Maryland General  Corporation  Law, nor an actual  determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its  stockholders)  that the claimant did not meet such  applicable  standard of
conduct,  shall be a defense to the action or cerate a presumption that claimant
has not met the applicable standard of conduct.

Section 3 - NON-EXCLUSIVITY OF RIGHTS
            -------------------------

      The rights  conferred  on any person by  Sections 1 and 2 of this  Article
VIII shall not be  exclusive  of any other  right  which such person may have or
hereafter   acquire  under  any  statute,   provision  of  the   Certificate  of
Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors
or otherwise.

Section 4 - INSURANCE
            ---------

      The Corporation may maintain insurance,  at its expense, to protect itself
and any such director,  officer, employee or agent of the Corporation or another
corporation,  partnership,  joint venture, trust or other enterprise against any
such expense,  liability or loss,  whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
Maryland General Corporation Law.

      IN WITNESS WHEREOF,  these bylaws are hereby certified as the duly adopted
By-laws of the Corporation.



                                          ---------------------------------
                                                      Secretary


                                      15