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                                                                     EXHIBIT 3.1

AMENDED AND RESTATED                                              April 25, 2002




                                     BYLAWS
                                       OF
                          BAY VIEW CAPITAL CORPORATION

                     (hereinafter called the "Corporation")

                                    ARTICLE I

                                     OFFICES

Section 1.  Registered Office.

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

Section 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.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

Section 1.  Place of Meetings.

      Meetings of the stockholders for the election of directors or for any
other purpose shall be held at such time and 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 or in a duly executed waiver
of notice thereof.

Section 2.  Annual Meetings.

      The annual meetings of stockholders shall be held on such date and at such
time as shall be designated from time to time by the board of directors and
stated in the notice of the meeting, at which meetings the stockholders shall
elect by a plurality vote a board of directors and transact such other business
as may properly be brought before the meeting. Written notice of the annual
meeting stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote at such
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meeting not less than ten nor more than fifty days before the date of the
meeting. The notice shall also set forth the purpose or purposes for which the
meeting is called.

Section 3.  Special Meetings.

      Unless otherwise prescribed by law or by the Certificate of Incorporation,
special meetings of stockholders, for any purpose or purposes, may be called by
either the chairman of the board or the president and shall be called by either
individual at the written request of a majority of the directors then in office.
Such request shall state the purpose or purposes of the proposed meeting.
Written notice of a special meeting stating the place, date and hour of the
meeting and the purpose or purposes for which the meeting is called shall be
given not less than ten nor more than fifty days before the date of the meeting
to each stockholder entitled to vote at such meeting.

Section 4.  Quorum.

      Except as otherwise provided by law or by the Certificate of
Incorporation, the holders of a majority of the capital stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business. 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
noticed. 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 entitled to vote at the
meeting.

Section 5.  Voting.

      Except as otherwise required by law, the Certificate of Incorporation or
these bylaws, any question brought before any meeting of stockholders shall be
decided by the vote of the holders of a majority of the stock duly voted on the
question. Each stockholder represented at a meeting of stockholders shall be
entitled to cast one vote for each share of the capital stock entitled to vote
thereat held by such stockholder. Such votes may be cast in person or by proxy.
The board of directors, in its discretion, or the officer of the Corporation
presiding at a meeting of stockholders, in his discretion, may require that any


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votes cast at such meeting shall be cast by written ballot.

Section 6.  List of Stockholders Entitled to Vote.

      The officer of the Corporation who has charge of the stock ledger of the
Corporation shall prepare and make, at least twenty 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
twenty 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 of the
Corporation who is present.

Section 7.  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 this Article II or the books of the Corporation or to vote in
person or by proxy at any meeting of stockholders.

Section 8.  Proxies.

      At all meetings of stockholders, a stockholder may vote by proxy executed
in writing (or as otherwise permitted under applicable law) by the stockholder
or his duly authorized attorney-in-fact. 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 except for a
proxy coupled with an interest.

Section 9.  Voting of Shares in the Name of Two or More Persons.

      When ownership stands in the name of two or more persons, in the absence
of written direction 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 names shares of stock stand, the vote or votes to
which those persons are entitled shall


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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 10. 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 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 trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him 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 into his name if authority so to do 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 11. Inspectors of Election.

      In advance of any meeting of stockholders, the board of directors shall
appoint one or more persons as inspectors of election, to act in accordance with
applicable law at such meeting or any adjournment thereof.


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Section 12. Conduct of Meetings.

      Annual and special meetings shall be conducted in accordance with the most
current edition of Robert's Rules of Order unless otherwise prescribed by law or
these bylaws. However, the presiding officer may conduct such meetings in a
manner other than as set forth in the most current edition of Robert's Rules of
Order whenever, in general or in a particular matter or matters, and in his or
her sole discretion, the interests of the Corporation would be served thereby.
The board of directors shall designate, when present, either the chairman of the
board or president to preside at such meetings.

Section 13. New Business.

      At any annual meeting of the stockholders, only such business shall be
conducted as shall have been brought before the meeting (i) pursuant to the
Corporation's notice of the meeting, (ii) by or at the direction of the Board of
Directors or (iii) by any stockholder of the Corporation who is a stockholder of
record at the time of the giving of the notice provided for in this Section 13,
who shall be entitled to vote with respect thereto at such meeting and who
complies with the notice procedures set forth in this Section 13.

      For business to be properly brought before an annual meeting by a
stockholder pursuant to clause (iii) of the preceding sentence of this Section
13, 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 offices of the
Corporation not less than 60 nor more than 90 days prior to the date of the
annual meeting; provided, however, that in the event that less than 70 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 tenth 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, and the name and address of the beneficial owner, if
any, on whose behalf the proposal is made, (iii) the class and number of shares
of the Corporation's capital stock that are owned beneficially and of record, in
each case both as of the date of such notice to the Secretary and as of the
record date for the meeting (if such


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record date shall have been made publicly available and such notice is given
after such record date), by the stockholder proposing such business and by the
beneficial owner, if any, on whose behalf the proposal is made, and (iv) any
direct or indirect material interest of the stockholder proposing such business
and of the beneficial owner, if any, on whose behalf the proposal is made (and
of any "affiliate", as such term is used in Regulation 14A under the Securities
Exchange Act of 1934, as amended, of the stockholder proposing such business and
of the beneficial owner, if any, on whose behalf the proposal is made) 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 13. The officer of the Corporation 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 13 and, if
he or she should so determine, he or she shall so declare to the meeting and any
such business so determined to be not properly brought before the meeting shall
not be conducted. Notwithstanding any of the provisions of this Section 13, a
stockholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder, with
respect to the matters set forth in this Section 13.

                                   ARTICLE III

                                    DIRECTORS

Section 1.  Number and Election of Directors.

      The number of directors shall not be less than five nor more than eight.
Directors need not be residents of the State of Delaware. Each director shall at
all times be the beneficial owner of not less than 100 shares of capital stock
of the Corporation. The directors, other than the first board of directors,
shall be elected at annual meetings of the stockholders. Changes in the number
of directors, within the limits, if any, specified in the Certificate of
Incorporation, may be accomplished through amendment of these bylaws.

Section 2.  Vacancies.

      The board of directors shall divide the directors into three classes and,
when the number of directors is changed, shall determine the class or classes to
which the increased or decreased number of directors shall be apportioned;
provided, that each


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class shall be equal or nearly equal in size as possible; provided, further,
that no decreases in the number of directors shall affect the term of any
director then in office, except the initial directors. The term of office of
directors elected at the initial annual meeting of stockholders shall be as
follows: the term of office of directors of the first class shall expire at the
first annual meeting of stockholders after their election; the term of office of
directors of the second class shall expire at the second annual meeting of
stockholders after their election; and the term of office of directors of the
third class shall expire at the third annual meeting of stockholders after their
election; and, as to directors of each class, when their respective successors
are elected and qualified. At each annual meeting of stockholders subsequent to
the initial annual meeting of stockholders, directors elected to succeed those
whose terms are expiring shall be elected for a term of office to expire at the
third succeeding annual meeting of stockholders and when their respective
successors are elected and qualified.

      Vacancies in the board of directors, however caused, shall be filled by a
majority vote of the directors then in office, whether or not a quorum, and any
director so chosen shall hold office for a term expiring at the annual meeting
of stockholders at which the term of the class to which he has been chosen
expires and when his successor is elected and qualified.

Section 3.  Duties and Powers.

      The business of the Corporation shall be managed by or under the direction
of the 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 bylaws directed or required to be
exercised or done by the stockholders. The board of directors shall annually
elect a chairman of the board and a president from among its members and shall
designate, when present, either the chairman of the board or the president to
preside at its meetings.

Section 4.  Meetings.

      The board of directors of the Corporation may hold meetings, both regular
and special, either within or without the State of Delaware. The annual regular
meeting of the board of directors shall be held without notice, other than this
bylaw provision, immediately after, and at the same place as, the annual meeting
of stockholders. Additional regular meetings of the board of directors may be
held without notice at such time and at such place as may from time to time be
determined by the board of directors. Special meetings of the board of directors
may be called by the chairman, the president or one-third of the


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directors then in office. Notice thereof stating the place, date and hour of the
meeting shall be given to each director either by mail not less than forty-eight
hours before the date of the meeting, or by telephone or telegram on twenty-four
hours' notice.

Section 5.  Quorum.

      Except as may be otherwise specifically provided by law, the Certificate
of Incorporation or these bylaws, at all meetings of the board of directors, a
majority of the directors then in office 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. 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 6.  Actions of the Board.

      Unless otherwise provided by the Certificate of Incorporation or these
bylaws, 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
the members of the board of directors 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 of directors or committee.

Section 7.  Meetings by Means of Conference Telephone.

      Unless otherwise provided by the Certificate of Incorporation or these
bylaws, members of the board of directors of the Corporation, or any committee
designated by the board of directors, may participate in a meeting of the board
of directors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 7 shall constitute presence in person at such meeting.

Section 8.  Compensation.

      The directors may be paid their reasonable expenses, if any, of attendance
at each meeting of the board of directors and may be paid a reasonable fixed sum
for actual attendance at each meeting of the board of directors. Directors, as
such, may receive a stated salary for their services. 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


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committee meetings.

Section 9.  Interested Directors.

      No contract or transaction between the Corporation and one or more of its
directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the board of
directors or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if (i) the
material facts as to his or their relationship or interest and as to the
contract or transaction are disclosed or are known to the board of directors or
the committee, and the board of directors or committee in good faith authorizes
the contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors may be less
than a quorum; or (ii) the material facts as to his or their relationship or
interest and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (iii) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved or ratified, by the board of directors, a committee thereof
or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.

Section 10. Corporate Books.

      The directors may keep the books of the Corporation, except such as are
required by law to be kept within the state, outside of the State of Delaware at
such place or places as they may from time to time determine.


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Section 11. Presumption of Assent.

      A director of the Corporation who is present at a meeting of the board of
directors at which action on any Corporation 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 within five days after the date he receives
a copy of the minutes of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.

Section 12. Resignation.

      Any director may resign at any time by sending a written notice of such
resignation to the home office of the Corporation addressed to the chairman of
the board or the president. Unless otherwise specified therein such resignation
shall take effect upon receipt thereof by the chairman of the board or the
president. More than three consecutive absences from regular meetings of the
board of directors, unless excused by resolution of the board, shall
automatically constitute a resignation, effective when such resignation is
accepted by the board of directors.

Section 13. Nominations.

      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 who is a stockholder of record at the time of giving of notice
provided for in this Section 13, who is entitled to vote for the election of
directors at the meeting and who complies with the notice procedures set forth
in this Section 13.

      Such 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. To be timely, a stockholder's notice shall be
delivered or mailed to and received at the principal executive offices of the
Corporation not less than 60 nor more than 90 days prior to the date of the
meeting; provided, however, that in the event that less than 70 days notice or
prior disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be


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timely must be so received not later than the close of business on the tenth 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-election as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors,
or 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 a description of all arrangements or understandings
between such stockholder and each such nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination or nominations
are to be made by such stockholder); (ii) as to the stockholder giving the
notice, the name and address, as they appear on the Corporation's books, of such
stockholder and the class and number of shares of the Corporation's capital
stock that are owned beneficially and the class and number of shares of the
Corporation's capital stock that are owned of record by such stockholder, in
each case both as of the date of such notice to the Secretary and as of the
record date for the meeting (if such record date shall have been made publicly
available and such notice is given after such record date); and (iii) as to the
beneficial owner, if any, on whose behalf the nomination is made, the name and
address, as they appear on the Corporation's books, of such person and the class
and number of shares of the Corporation's capital stock that are owned
beneficially and the class and number of shares of the Corporation's capital
stock that are owned of record by such person, in each case both as of the date
of such notice to the Secretary and as of the record date for the meeting (if
such record date shall have been made publicly available and such notice is
given after such record date). At the request of the Board of Directors, any
person nominated by the Board of Directors for election as a director 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.

      Notwithstanding anything in these bylaws to the contrary, no person shall
be eligible for election, or to serve, as a director of the Corporation unless
nominated in accordance with the provisions of this Section 13. The officer of
the Corporation or other person presiding at the meeting shall, if the facts so
warrant, determine that a nomination was not made in accordance with such
provisions and, if he or she should so determine, he or she shall so declare to
the meeting and the defective nomination shall be disregarded. Notwithstanding
any of the provisions of this Section 13, a stockholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, as


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amended, and the rules and regulations thereunder with respect to the matters
set forth in this Section 13.

Section 14. Age Limitations.

      No person 72 years of age shall be eligible for election, re-election,
appointment, or re-appointment to the board of directors of the Corporation. No
director shall serve as such beyond the annual meeting of the Corporation
immediately following the director becoming 72 years of age. This age limitation
does not apply to an advisory director.

                                   ARTICLE IV

                         EXECUTIVE AND OTHER COMMITTEES

Section 1.  Appointment.

      The board of directors, by resolution adopted by a majority of the full
board, may designate the chief executive officer and two or more of the other
directors to constitute an executive committee. The designation of any committee
pursuant to this Article IV and the delegation of authority thereto shall not
operate to relieve the board of directors, or any director, of any
responsibility imposed by law or regulation.

Section 2.  Authority.

      The executive committee, when the board of directors is not in session,
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, except to the extent, if any, that such powers and authority shall
be limited by the resolution appointing the executive committee; and except also
that the executive committee shall not have the power or authority of the board
of directors with reference to amending the Certificate of Incorporation;
adopting an agreement of merger or consolidation; recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets; recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution; amending the
bylaws of the Corporation; or approving a transaction in which any member of the
executive committee, directly or indirectly, has any material beneficial
interest; and unless the resolution or bylaws expressly so provide, the
executive committee shall not have the power or authority to declare a dividend
or to authorize the issuance of stock.


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Section 3.  Tenure.

      Subject to the provisions of Section 8 of this Article IV, each member of
the executive committee shall hold office until the next annual regular meeting
of the board of directors following his designation and until his successor is
designated as a member of the executive committee.

Section 4.  Meetings.

      Regular meetings of the executive committee may be held without notice at
such times and places as the executive committee may fix from time to time by
resolution. Special meetings of the executive committee may be called by any
member thereof upon not less than one day's notice stating the place, date and
hour of the meeting, which notice may be written or oral. Any members of the
executive committee may waive notice of any meeting and no notice of any meeting
need be given to any member thereof who attends in person. The notice of a
meeting of the executive committee need not state the business proposed to be
transacted at the meeting.

Section 5.  Quorum.

      A majority of the members of the executive committee shall constitute a
quorum for the transaction of business at any meeting thereof, and action of the
executive committee must be authorized by the affirmative vote of a majority of
the members present at a meeting at which a quorum is present.

Section 6.  Action Without a Meeting.

      Any action required or permitted to be taken by the executive committee 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 members of the executive
committee.

Section 7.  Vacancies.

      Any vacancy in the executive committee may be filled by a resolution
adopted by a majority of the full board of directors.


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Section 8.  Resignations and Removal.

      Any member of the executive committee may be removed at any time with or
without cause by resolution adopted by a majority of the full board of
directors. Any members of the executive committee may resign from the executive
committee at any time by giving written notice to the president or secretary of
the Corporation. Unless otherwise specified therein, such resignation shall take
effect upon receipt. The acceptance of such resignation shall not be necessary
to make it effective.

Section 9.  Procedure.

      The executive committee shall elect a presiding officer from its members
and may fix its own rules of procedure which shall not be inconsistent with
these bylaws. It shall keep regular minutes of its proceedings and report the
same to the board of directors for its information at the meeting thereof held
next after the proceedings shall have been taken.

Section 10. Other Committees.

      The board of directors may by resolution establish an audit committee, a
loan committee or other committees composed of directors 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.

                                    ARTICLE V

                                    OFFICERS

Section 1.  General.

      The officers of the Corporation shall be chosen by the board of directors
and shall be a president, a secretary and a treasurer. The chairman of the board
may also be designated as an officer. The board of directors may designate one
or more vice presidents, assistant secretaries, assistant treasurers and other
officers. The offices of secretary and treasurer may be held by the same person
and a vice president may also be either the secretary or the treasurer. The
officers of the Corporation need not be either stockholders or directors of the
Corporation.

Section 2.  Election.

      The board of directors at its first meeting held after the annual meeting
of stockholders shall elect annually the officers of the Corporation who shall
exercise such powers and perform such


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duties as shall be set forth in these bylaws and as determined from time to time
by the board of directors; and all officers of the Corporation shall hold office
until their successors are chosen and qualified, or until their earlier
resignation or removal. Any officer elected by the board of directors may be
removed at any time by the affirmative vote of a majority of the board of
directors. Any vacancy occurring in any office of the Corporation shall be
filled by the board of directors. The salaries of all officers of the
Corporation shall be fixed by the board of directors.

Section 3.  Removal.

      Any officer may be removed by 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.  Voting Securities Owned by the Corporation.

      Powers of attorney, proxies, waivers of notice of meeting, consents and
other instruments relating to securities owned by the Corporation may be
executed in the name of and on behalf of the Corporation by the president or any
vice president, and any such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem advisable to vote
in person or by proxy at any meeting of security holders of any corporation
which the Corporation may own securities and at any such meeting shall possess
and may exercise any and all rights and power incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present. The board of directors may, by resolution, from time
to time confer like powers upon any other person or persons.

Section 5.  President.

      The president shall be a director of the Corporation. The president or the
chairman of the board, as designated by the board of directors, shall be the
chief executive officer. The president shall, subject to the control of the
board of directors, have general supervision of the business of the Corporation
and shall see that all orders and resolutions of the board of directors are
carried into effect. He shall execute all bonds, mortgages, contracts and other
instruments of the Corporation requiring a seal, under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except that the other officers of the Corporation may sign and
execute documents when so authorized by these bylaws, the board of


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directors or the president. If so designated by the board of directors, the
president shall preside at the annual meetings and special meetings of the
stockholders. The president shall also perform such other duties and may
exercise such other powers as from time to time assigned to him by these bylaws
or by the board of directors.

Section 6.  Vice President.

      At the request of the president or in his absence or in the event of his
inability or refusal to act, the vice president or the vice presidents if there
is more than one (in the order designated by the board of directors) shall
perform the duties of the president, and when so acting, shall have all the
powers and be subject to all the restrictions upon the president. Each vice
president shall perform such other duties and have such other powers as the
board of directors from time to time may prescribe. The board of directors may
designate one or more vice presidents as executive vice president or senior vice
president. If there be no vice president, the board of directors shall designate
the officer of the Corporation who, in the absence of the president or in the
event of the inability or refusal of the president to act, shall perform the
duties of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president.


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Section 7.  Secretary.

      The secretary shall attend all meetings of the board of directors and all
meetings of stockholders and record all the proceedings thereat in a book or
books to be kept for that purpose; the secretary shall also perform like duties
for the standing committees when required. The secretary shall give, or cause to
be given, notice of all meetings of the stockholders and special meetings of the
board of directors, and shall perform such other duties as may be prescribed by
the board of directors or president, under whose supervision he shall be. If the
secretary shall be unable or shall refuse to cause to be given notice of all
meetings of the stockholders and special meetings of the board of directors, and
if there be no assistant secretary, then either the board of directors or the
president may choose another officer to cause such notice to be given. The
secretary shall have custody of the seal of the Corporation and the secretary or
any assistant secretary, if there is one, shall have authority to affix the same
to any instrument requiring it and when so affixed, it may be attested by the
signature of the secretary or by the signature of any such assistant secretary.
The board of directors may give general authority to any other officer to affix
the seal of the Corporation and to attest the affixing by his signature. The
secretary shall see that all books, reports, statements, certificates and other
documents and records required by law to be kept or filed are properly kept or
filed, as the case may be.

Section 8.  Treasurer.

      The treasurer shall have the custody of the corporate funds and securities
and shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the board of directors. The treasurer 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 president and
the board of directors, at its regular meetings, or when the board of directors
so requires, an account of all his transactions as treasurer and of the
financial condition of the Corporation. If required by the board of directors,
the treasurer 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.


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Section 9.  Assistant Secretaries.

      Except as may be otherwise provided in these bylaws, assistant
secretaries, if there be any, shall perform such duties and have such powers as
from time to time may be assigned to them by the board of directors, the
president, any vice president, if there is one, or the secretary, and in the
absence of the secretary or in the event of his disability or refusal to act,
shall perform the duties of the secretary, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the secretary.

Section 10. Assistant Treasurers.

      Assistant treasurers, if there be any, shall perform such duties and have
such powers as from time to time may be assigned to them by the board of
directors, the president, any vice president, if there is one, or the treasurer,
and in the absence of the treasurer, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the treasurer. If required
by the board of directors, an assistant treasurer 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 11. Other Officers.

      Such other officers as the board of directors may choose shall perform
such duties and have such powers as from time to time may be assigned to them by
the board of directors. The board of directors may delegate to any other officer
of the Corporation the power to choose such other officers and to prescribe
their respective duties and powers.


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<PAGE>
                                   ARTICLE VI

                                      STOCK

Section 1.  Form of Certificates.

      Every holder of stock in the Corporation shall be entitled to have a
certificate signed, in the name of the Corporation (i) by the chairman of the
board of directors, the president or a vice president, and (ii) by 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 2.  Signatures.

      Where a certificate is countersigned by (i) a transfer agent other than
the Corporation or its employee, or (ii) a registrar other than the Corporation
or its employee, any other signature on the certificate may be a facsimile. In
case any officer whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer before such certificate is issued it may be
issued by the Corporation with the same effect as if he were such officer at the
date of issue.

Section 3.  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 advertise the same in such manner as the board of directors
shall require and/or 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 4.  Transfers.

      Stock of the Corporation shall be transferable in the manner prescribed by
law and in these bylaws. Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate or by his attorney
lawfully constituted in writing and upon the surrender of the certificate
therefor, which shall be cancelled before a new certificate shall be issued.


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Section 5.  Record Date.

      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 days nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action. 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.

Section 6.  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 to hold liable for calls and assessments a person
registered on its books as the owner of shares, 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 law.

                                   ARTICLE VII

                                     NOTICES

Section 1.  Notices.

      Whenever written notice is required by law, the Certificate of
Incorporation or these bylaws, to be given to any director, member of a
committee or stockholder, such notice may be given by mail, addressed to such
director, member of a committee 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. Written notice may also be given personally or by telegram,
telex or cable.

Section 2.  Waivers of Notice.

      Whenever any notice is required by law, the Certificate of Incorporation
or these bylaws, to be given to any director, member of a committee or
stockholder, a waiver thereof in writing, signed


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by the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

Section 1.  Dividends.

      Dividends upon the capital stock of the Corporation, subject to the
provisions of the Certificate of Incorporation if any, may be declared by the
board of directors at any regular or special meeting, and may be paid in cash,
in property, or in shares of the capital stock.

Section 2.  Disbursements.

      All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers or such other person or persons as the board
of directors may from time to time designate.

Section 3.  Fiscal Year.

      The fiscal year of the Corporation shall be fixed by resolution of the
board of directors.

Section 4.  Corporate Seal.

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

                                   ARTICLE IX

                                   AMENDMENTS

Section 1.  Amendment of Bylaws.

      These bylaws may be altered, amended or repealed, in whole or in part, or
new bylaws may be adopted by the stockholders or by the board of directors,
provided, however, that notice of such alteration, amendment, repeal or adoption
of new bylaws be contained in the notice of such meeting of stockholders or
board of directors as the case may be. All such amendments must be


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approved by either the majority vote of the entire board of directors or by a
majority vote of the votes cast by stockholders of the Corporation at any legal
meeting.

Section 2.  Entire Board of Directors.

      As used in this Article IX and in these bylaws generally, the term "entire
board of directors" means the total number of directors which the Corporation
would have if there were no vacancies.


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