BYLAWS

                                       OF

                           HIGH COUNTRY BANCORP, INC.




                                    ARTICLE I

                           PRINCIPAL EXECUTIVE OFFICE

     The  principal  executive  office  of  High  Country  Bancorp,   Inc.  (the
"Corporation")  shall be at 130 West 2nd Street,  Salida,  Colorado  81201.  The
Corporation  may also have  offices at such other  places  within or without the
State of Colorado as the board of directors shall from time to time determine.


                                   ARTICLE II

                                  STOCKHOLDERS

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

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

     SECTION 3. Special  Meetings.  Special meetings of the stockholders for any
                -----------------
purpose or purposes  may be called at any time by the board of directors or by a
committee of the board of directors,  and only such persons as are  specifically
permitted  to  call  meetings  by  the  Colorado  Business  Corporation  Act  in
accordance with the provisions of the Corporation's Articles of Incorporation.

     SECTION  4.  Conduct of  Meetings.  Annual and  special  meetings  shall be
                  --------------------
conducted in  accordance  with these Bylaws or as  otherwise  prescribed  by the
board  of  directors.  The  chairman  or  the  chief  executive  officer  of the
Corporation shall preside at such meetings.

     SECTION 5. Notice of Meeting.  Written  notice  stating the place,  day and
                -----------------
hour of the meeting and the purpose or purposes  for which the meeting is called
shall be mailed by the secretary or the officer  performing his duties, not less
than ten days nor more than sixty days before the meeting to each stockholder of
record entitled to vote at such meeting, except that if the number of authorized
shares is to be increased, at least thirty days notice will be given. If mailed,
such notice shall be deemed to be delivered  when deposited in the United States
mail,  addressed  to the  stockholder  at his address as it appears on the stock
transfer books or records of the Corporation as of the record date prescribed in
Section 6 of this Article II, with postage thereon prepaid.  If a stockholder is
present at a meeting,  or in writing  waives notice  thereof before or after the
meeting,  notice of the meeting to such stockholder  shall be unnecessary.  When
any  stockholders'  meeting,  either annual or special,  is adjourned for thirty
days or more,  notice of the adjourned  meeting shall be given as in the case of
an original  meeting.  It shall not be  necessary to give any notice of the time
and place of any meeting  adjourned for less than thirty days or of the business
to be transacted at such adjourned  meeting,  other than an  announcement at the
meeting at which such  adjournment  is taken.

     SECTION  6.  Fixing  of  Record  Date.   For  the  purpose  of  determining
                  ------------------------
stockholders entitled to notice of or to vote at any meeting of stockholders, or
any  adjournment  thereof,  or  stockholders  entitled to receive payment of any
dividend,  or in order to make a  determination  of  stockholders  for any other
proper purpose, the board of

<PAGE>

directors  shall  fix in  advance  a date  as  the  record  date  for  any  such
determination  of  stockholders.  Such  date in any case  shall be not more than
seventy days prior to the date on which the  particular  action,  requiring such
determination  of  stockholders,  is  to  be  taken.  When  a  determination  of
stockholders  entitled to vote at any meeting of  stockholders  has been made as
provided in this  section,  such  determination  shall apply to any  adjournment
thereof,  unless the meeting is  adjourned  for more than one hundred and twenty
days, in which case the board will fix a new record date.

     SECTION 7. Voting  Lists.  The officer or agent having  charge of the stock
                -------------
transfer  books for  shares of the  Corporation  shall  make,  at least ten days
before  each  meeting of  stockholders,  a complete  record of the  stockholders
entitled  to  vote at such  meeting  or any  adjournment  thereof,  arranged  in
alphabetical  order,  with the address of and the number of shares held by each.
The record, for a period of ten days before such meeting,  shall be kept on file
at the principal office of the  Corporation,  and shall be subject to inspection
by any  stockholder  for any  purpose  germane to the meeting at any time during
usual  business  hours.  Such record shall also be produced and kept open at the
time and place of the  meeting  and shall be  subject to the  inspection  of any
stockholder  for any purpose germane to the meeting during the whole time of the
meeting.  The original  stock transfer books shall be prima facie evidence as to
who are the stockholders entitled to examine such record or transfer books or to
vote at any meeting of stockholders.

     SECTION 8. Quorum. A majority of the outstanding  shares of the Corporation
                ------
entitled to vote,  represented in person or by proxy,  shall constitute a quorum
at a meeting of stockholders.  If less than a majority of the outstanding shares
are  represented  at a meeting,  a majority  of the  shares so  represented  may
adjourn the meeting from time to time without further notice.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.  The stockholders  present at a duly organized meeting may continue to
transact business until  adjournment,  notwithstanding  the withdrawal of enough
stockholders to leave less than a quorum.

     SECTION 9. Proxies. At all meetings of stockholders, a stockholder may vote
                -------
by proxy  executed  in  writing  by the  stockholder  or by 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 unless otherwise  provided in
the proxy.

     SECTION 10.  Voting.  Except as is  otherwise  specified in the Articles of
                  ------
Incorporation, at each election for directors every stockholder entitled to vote
at such  election  shall be  entitled  to one vote for each share of stock held.
Unless otherwise  provided by the Articles of Incorporation,  by statute,  or by
these Bylaws, a majority of those votes cast by stockholders at a lawful meeting
shall be sufficient to pass on a transaction or matter.

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

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


                                      -2-
<PAGE>

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

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

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

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

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

     SECTION  15. New  Business.  Any new  business to be taken up at the annual
                  -------------
meeting  shall  be  stated  in  writing  and  filed  with the  secretary  of the
Corporation in accordance with the provisions of the  Corporation's  Articles of
Incorporation.  This provision shall not prevent the  consideration and approval
or  disapproval  at the annual  meeting of reports of  officers,  directors  and
committees,  but in connection  with such reports no new business shall be acted
upon at  such  annual  meeting  unless  stated  and  filed  as  provided  in the
Corporation's Articles of Incorporation.

                                   ARTICLE III

                               BOARD OF DIRECTORS

     SECTION 1. General  Powers.  The  business  and affairs of the  Corporation
                ---------------
shall be under the  direction  of its board of  directors.  The  chairman  shall
preside at all meetings of the board of directors.

     SECTION 2. Number, Term and Election.  The board of directors shall consist
                -------------------------
of five  members  and shall be  divided  into three  classes as nearly  equal in
number as  possible.  The  members of each class  shall be elected for a term of
three years and until their  successors  are elected or qualified.  The board of
directors  shall  be  classified  in  accordance  with  the  provisions  of  the
Corporation's Articles of Incorporation.

     SECTION 3. Regular  Meetings.  A regular  meeting of the board of directors
                -----------------
shall be held at such time and place as shall be determined by resolution of the
board of directors without other notice than such resolution.

                                      -3-
<PAGE>

     SECTION 4. Special Meetings. Special meetings of the board of directors may
                ----------------
be called by or at the request of the chairman,  the chief executive  officer or
one-third of the directors. The person calling the special meetings of the board
of directors  may fix any place as the place for holding any special  meeting of
the board of directors called by such persons.

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

     SECTION 5. Notice.  Written notice of any special meeting shall be given to
                ------
each  director at least two days  previous  thereto  delivered  personally or by
telegram  or at least  seven  days  previous  thereto  delivered  by mail at the
address at which the director is most likely to be reached. Such notice shall be
deemed to be delivered  when  deposited in the United  States mail so addressed,
with  postage  thereon  prepaid  if mailed or when  delivered  to the  telegraph
company if sent by  telegram.  Any director may waive notice of any meeting by a
writing  filed with the  secretary.  The  attendance  of a director at a meeting
shall  constitute  a waiver of notice of such  meeting,  except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business  because the meeting is not lawfully  called or  convened.  Neither the
business  to be  transacted  at, nor the purpose of, any meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

     SECTION 6. Quorum. A majority of the number of directors fixed by Section 2
                ------
of this Article III shall constitute a quorum for the transaction of business at
any meeting of the board of directors, but if less than such majority is present
at a meeting,  a majority of the directors  present may adjourn the meeting from
time to time.  Notice of any adjourned meeting shall be given in the same manner
as prescribed by Section 5 of this Article III.

     SECTION  7.  Manner of Acting.  The act of the  majority  of the  directors
                  ----------------
present at a meeting at which a quorum is present  shall be the act of the board
of  directors,  unless a  greater  number is  prescribed  by these  Bylaws,  the
Articles  of  Incorporation,  or the  Business  Corporation  Act of the State of
Colorado.

     SECTION 8. Action Without a Meeting. Any action required or permitted to be
                ------------------------
taken by the board of directors at a meeting may be taken without a meeting if a
consent in writing, setting forth the action so taken, shall be signed by all of
the directors.

     SECTION 9.  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.  Unless otherwise specified therein such
resignation shall take effect upon receipt thereof by the chairman of the board.

     SECTION 10.  Vacancies.  Any vacancy  occurring  in the board of  directors
                  ---------
shall be filled in accordance with the provisions of the Corporation's  Articles
of Incorporation.  Any directorship to be filled by reason of an increase in the
number of directors may be filled by the  affirmative  vote of two-thirds of the
directors  then in office or by  election  at an annual  meeting or at a special
meeting of the  stockholders  held for that  purpose.  The term of such director
shall be in  accordance  with the  provisions of the  Corporation's  Articles of
Incorporation.

     SECTION 11.  Removal of  Directors.  Any  director  or the entire  board of
                  ---------------------
directors  may  be  removed  only  in  accordance  with  the  provisions  of the
Corporation's Articles of Incorporation.

     SECTION 12.  Compensation.  Directors,  as such,  and  advisory or emeritus
                  ------------
directors  may  receive  compensation  for  service  on the board of  directors.
Members  of  either   standing  or  special   committees  may  be  allowed  such
compensation as the board of directors may determine.

     SECTION 13. Advisory and Emeritus Directors.  The board of directors may by
                 -------------------------------
resolution  appoint as advisory  directors  individuals  whom the board believes
possess knowledge,  experience and other qualifications which may prove valuable
to the Corporation,  and may appoint as emeritus directors  individuals who have
retired  from the board  after  extended  and  faithful  service.  Advisory  and
emeritus  directors  may sit with the board of  directors at regular and special
meetings and discuss any question under consideration;  provided,  however, that
advisory and emeritus directors shall cast no vote. The board of directors shall
have the power to remove any advisory or emeritus director with or without cause
at any time.


                                      -4-
<PAGE>

                                   ARTICLE IV

                      COMMITTEES OF THE BOARD OF DIRECTORS

     The board of directors may, by resolution passed by a majority of the whole
board,  designate one or more committees,  as they may determine to be necessary
or  appropriate  for the  conduct of the  business of the  Corporation,  and may
prescribe the duties,  constitution and procedures thereof. Each committee shall
consist of one or more directors of the  Corporation  appointed by a majority of
the whole  board.  The board may  designate  one or more  directors as alternate
members of any committee,  who may replace any absent or disqualified  member at
any meeting of the committee.

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


                                    ARTICLE V

                                    OFFICERS

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

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

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

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

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

                                      -5-
<PAGE>


                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

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

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

     SECTION 3. Checks,  Drafts, Etc. All checks, drafts or other orders for the
                --------------------
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by one or more officers,  employees or agents of
the Corporation in such manner,  including in facsimile form, as shall from time
to time be determined by resolution of the board of directors.

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

                                   ARTICLE VII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

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

     SECTION 2. Form of Share Certificates. All certificates representing shares
                --------------------------
issued  by the  Corporation  shall  set  forth  upon the  face or back  that the
Corporation  will furnish to any  stockholder  upon request and without charge a
full  statement  of  the  powers,   designations,   preferences   and  relative,
participating, optional or other special rights of each class of stock or series
thereof, and the qualifications, limitations or restrictions of such preferences
and/or  rights,  so far as the same have  been  fixed  and  determined,  and the
authority of the board of directors to fix and determine the relative rights and
preferences of subsequent series.

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

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

     SECTION 4. Form of Payment for Shares.  The  consideration for the issuance
                --------------------------
of shares shall be paid in accordance  with the provisions of the  Corporation's
Articles of Incorporation.

                                      -6-
<PAGE>
     SECTION 5.  Transfer of Shares.  Transfer of shares of capital stock of the
                 ------------------
Corporation  shall be made only on its stock transfer books.  Authority for such
transfer  shall be given  only the  holder  of  record  thereof  or by his legal
representative,  who shall furnish proper evidence of such authority,  or by his
attorney thereunto  authorized by power of attorney duly executed and filed with
the Corporation.  Such transfer shall be made only on surrender for cancellation
of the certificate  for such shares.  The person in whose name shares of capital
stock stand on the books of the  Corporation  shall be deemed by the Corporation
to be the owner thereof for all purposes.

     SECTION  6. Lost  Certificates.  The board of  directors  may  direct a new
                 ------------------
certificate to be issued in place of any certificate  theretofore  issued by the
Corporation alleged to have been lost, stolen, or destroyed,  upon the making of
an affidavit of that fact by the person  claiming the certificate of stock to be
lost,  stolen,  or destroyed.  When authorizing such issue of a new certificate,
the board of directors may, in its  discretion  and as a condition  precedent to
the  issuance  thereof,  require the owner of such lost,  stolen,  or  destroyed
certificate, or his legal representative, to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate  alleged to have been lost,  stolen,
or destroyed.

                                  ARTICLE VIII

                            FISCAL YEAR; ANNUAL AUDIT

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

                                   ARTICLE IX

                                    DIVIDENDS

     Dividends upon the stock of the  Corporation,  subject to the provisions of
the Articles of Incorporation, if any, may be declared by the board of directors
at any regular or special  meeting,  pursuant to law.  Dividends  may be paid in
cash, in property or in the  Corporation's  own stock.  Dividends may be paid in
cash,  in  property,  in the  Corporation's  own  stock,  or  through a dividend
reinvestment plan, if such plan should be approved and adopted.

                                    ARTICLE X

                                CORPORATION SEAL

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

                                   ARTICLE XI

                                   AMENDMENTS

     In  accordance  with the  Corporation's  Articles of  Incorporation,  these
Bylaws may be repealed, altered, amended or rescinded by the stockholders of the
Corporation  only by vote of not less  than  80% of the  outstanding  shares  of
capital stock of the  Corporation  entitled to vote generally in the election of
directors  (considered  for this  purpose as one class) cast at a meeting of the
stockholders  called for that  purpose  (provided  that notice of such  proposed
repeal,  alteration,  amendment or  rescission is included in the notice of such
meeting).  In  addition,  the board of  directors  may repeal,  alter,  amend or
rescind  these Bylaws by vote of two-thirds of the board of directors at a legal
meeting held in accordance with the provisions of these Bylaws.

                                      -7-