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                            BY-LAWS OF
                      ALLEGIANT BANCORP, INC.


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

        The principal office of the Corporation shall be located in the
County of St. Louis, Missouri.  The Corporation may have offices at such
other places, both within and without the State of Missouri, as the
Board of Directors may from time to time designate.

                         ARTICLE II - SEAL
                         -----------------

        The corporate seal shall have inscribed thereon the name of the
Corporation.

                ARTICLE III - SHAREHOLDERS' MEETINGS
                ------------------------------------

        Section 1.  Place of Meeting.  All meetings of the shareholders
        ----------------------------
shall be held at the office of the Corporation or at such other place
within or without the State of Missouri as may be designated by the
Chairman of the Board or the Board of Directors.

        Section 2.  Annual Meeting.  The annual meeting of shareholders
        --------------------------
shall be held at the time designated by the Board of Directors of the
Corporation in the month of April, in each year, or at such other date or
time as shall be determined by the Chairman of the Board or the Board of
Directors, for the purpose of electing directors and for the transaction of
such other business as may come before the meeting.

        Section 3.  Quorum.  The holders of a majority of the stock issued
        ------------------
and outstanding, present in person or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the
shareholders for the transaction of business except as otherwise
provided by law, by the Corporation's Articles of Incorporation or by
these By-Laws.

        Section 4.  Voting.  Except as otherwise required by law or by the
        ------------------
Corporation's Articles of Incorporation, at each meeting of the
shareholders, every shareholder shall be entitled to vote in person, or
by proxy appointed by an instrument in writing subscribed by such
shareholder, or by his duly authorized attorney, and he shall have one
vote for each share of stock registered in his name at the time of the
closing of the transfer books for said meeting.

        The vote of the holders of a majority of the stock having voting
power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one upon
which by express provision of the statutes or of the Articles of
Incorporation a different vote is required, in which case such express
provision shall govern and control the decision of such question.

        Section 5.  Notice of Meeting.  Notice of any special or annual
        -----------------------------
meeting shall be served personally on each shareholder or shall be
mailed to each shareholder at such address as appears


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on the stockbook of the Corporation not less than ten (10) days nor more
than sixty (60) days before such meeting.  Service or mailing of such
notice shall be made by the Secretary; but in case the Secretary shall
refuse or neglect to serve or mail such notice upon each shareholder as
herein provided, then such service may be made by any officer or
director of the Corporation.  The notice of any special meeting shall
state the purpose or purposes of the proposed meeting.

        Section 6.  Special Meetings.  Special meetings of the
        ----------------------------
shareholders for any purpose or purposes may be called by the Chairman
of the Board or by the Board of Directors, or by the Secretary, at the
request in writing by shareholders owning at least fifty percent (50%)
in the amount of the entire capital stock of the Corporation issued and
outstanding.

        Section 7.  Waiver of Notice.  Any shareholder may waive notice of
        ----------------------------
any meeting of the shareholders, by a writing signed by him, or by his
duly authorized attorney, either before or after the time of such
meeting.  A copy of such waiver shall be entered in the minutes, and
shall be deemed to be the notice required by law or by these By-Laws.
Any shareholder present in person, or represented by proxy, at any
meeting of the shareholders shall be deemed to have thereby waived
notice of such meeting, except where a shareholder attends a meeting for
the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

        Section 8.  Informal Meetings.  Whenever the vote of shareholders
        -----------------------------
at a meeting thereof is required or permitted to be taken in connection
with any corporate action by any provisions of the statutes or of the
Articles of Incorporation, the meeting, any notice thereof and vote of
shareholders thereat may be dispensed with if all the shareholders who
would have been entitled to vote upon the action if such meeting were
held shall consent in writing to such corporate action being taken.
Such written consent shall be filed with the minutes of shareholders'
meetings.

        Section 9.  Shareholders Entitled to Vote.  The Board of Directors
        -----------------------------------------
may prescribe a period not exceeding fifty (50) days prior to any
meeting of the shareholders during which no transfer of stock on the
books of the Corporation may be made.  The Board of Directors may fix a
day not more than fifty (50) days prior to the holding of any meeting of
the shareholders as the day as of which shareholders are entitled to
notice of and to vote at such meeting.

        Section 10.  List of Voters.  A complete list of all shareholders
        ---------------------------
entitled to vote at any annual and special meeting shall be compiled at
least ten days before such meeting by the officer or agent having charge
of the transfer books for shares of stock of the Corporation.  Such list
shall be compiled in alphabetical order with the address of and the
number of shares held by each shareholder, and the list shall be kept on
file at the registered office of the Corporation for a period, beginning
at least ten days prior to such meeting and ending on the date of such
meeting.  Such list shall be open to inspection by any shareholder for
such period during usual business hours.  Such list also shall be
produced and kept open at the time and place of such meeting and shall
be subject to the inspection of any shareholder during this meeting.
The original share ledger or transfer book, or a duplicate thereof,
shall be prima facie evidence as to who are the shareholders entitled to
examine such list or share ledger or transfer books, or to vote any

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meeting of shareholders.  Failure to comply with the requirements of
this section shall not affect the validity of any action taken at such
meeting.

        Section 11.  Proxies.  A shareholder may, at any annual or special
        --------------------
meeting, vote either in person or by proxy executed in writing by the
shareholder or his duly authorized attorney in fact.  Such proxy shall
be filed with the Secretary of the Corporation before or at the time of
the meeting.  No proxy shall be valid after eleven months from the date
of execution unless otherwise provided in the proxy.

        Section 12.  Organization.  The Chairman of the Board, and in his
        -------------------------
absence, the Chief Executive Officer or the President, and in the
absence of both the Chairman of the Board and the Chief Executive
Officer or the President, any Vice-President chosen by the shareholders
present, shall preside at each meeting of shareholders and shall act as
chairman thereof.  The Secretary, and in his absence the Assistant
Secretary, and in the absence of both the Secretary and the Assistant
Secretary, a Secretary pro tem, chosen by the shareholders present,
shall act as Secretary of all meetings of the shareholders.

        Section 13.  Adjournment.  If at any meeting of the shareholders a
        ------------------------
quorum shall fail to attend at the time and place for which the meeting
was called or if the business of such meeting shall not be completed,
the shareholders present in person or represented by proxy may, by a
majority vote, adjourn the meeting from day to day or from time to time,
not exceeding ninety (90) days from such adjournment without further
notice until a quorum shall attend or the business thereof shall be
completed.  At any such adjourned meeting any business may be transacted
which might have been transacted at the meeting as originally called.

        Section 14.  Notice of Shareholder Business and Nominations.
        -----------------------------------------------------------

        (A)  Annual Meetings of Shareholders.  (1) Nominations of persons
             -------------------------------
for election to the Board of Directors of the Corporation and the proposal
of business to be considered by the shareholders may be made at an annual
meeting of shareholders (a) pursuant to the Corporation's notice of
meeting, (b) by or at the direction of the Board of Directors or (c) by any
shareholder of the Corporation who was a shareholder of record at the time
of giving of notice provided for in this By-law, who is entitled to vote at
the meeting and who has complied with the notice procedures set forth in
this By-law.

             (2)  For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (c) of
paragraph (A)(1) of this By-law, the shareholder must have given timely
notice thereof in writing to the Secretary of the Corporation.  To be
timely, a shareholder's notice shall be delivered to the Secretary at the
principal executive offices of the Corporation not less than 60 days nor
more than 90 days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the
annual meeting is advanced by more than 30 days or delayed by more than 60
days from such anniversary date, notice by the shareholder to be timely
must be so delivered not earlier than the 90th day prior to such annual
meeting and not later than the close of business on the later of the 60th
day prior to such annual meeting or the 10th day following the day on which
public announcement of the date

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of such meeting is first made by the Corporation.  Such shareholder's
notice shall set forth: (a) as to each person whom the shareholder proposes
to nominate for election or reelection 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 (the "Exchange Act") (including such person's written consent to
being named in the proxy statement as a nominee and to serving as a
director if elected); (b) as to any other business that the shareholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the proposal
is made; and (c) as to the shareholder giving the notice and the beneficial
owner, if any, on whose behalf the nomination or proposal is made (i) the
name and address of such shareholder, as they appear on the Corporation's
books, and of such beneficial owner and (ii) the class and number of shares
of the Corporation that are owned beneficially and of record by such
shareholder and such beneficial owner.

             (3)  Notwithstanding anything in the second sentence of
paragraph (A)(2) of this By-law to the contrary, in the event that the
number of directors to be elected to the Board of Directors of the
Corporation is increased and there is no public announcement naming all of
the nominees for director or specifying the size of the increased Board of
Directors made by the Corporation at least 70 days prior to the first
anniversary of the preceding year's annual meeting, a shareholder's notice
required by this By-law also shall be considered timely, but only with
respect to nominees for any new positions created by such increase, if it
shall be delivered to the Secretary at the principal executive offices of
the Corporation not later than the close of business on the 10th day
following the day on which such public announcement is made by the
Corporation.

        (B)  Special Meetings of Shareholders.  Only such business shall be
             --------------------------------
conducted at a special meeting of shareholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors may be made
at a special meeting of shareholders at which directors are to be elected
pursuant to the Corporation's notice of meeting (a) by or at the direction
of the Board of Directors or (b) by any shareholder of the Corporation who
is a shareholder of record at the time of giving of notice provided for in
this By-law, who shall be entitled to vote at the meeting and who complies
with the notice procedures set forth in this By-law. Nominations by
shareholders of persons for election to the Board of Directors may be made
at such a special meeting of shareholders if the shareholder's notice
required by paragraph (A)(2) of this By-law shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier
than the 90th day prior to such special meeting and not later than the
close of business on the later of the 60th day prior to such special
meeting or the 10th day following the day on which public announcement is
first made of the date of the special meeting and of the nominees proposed
by the Board of Directors to be elected at such meeting.

        (C)  General.  (1) Only such persons who are nominated in
             -------
accordance with the procedures set forth in this By-law shall be eligible
to serve as directors and only such business shall be conducted at a
meeting of shareholders as shall have been brought before the meeting in
accordance with the procedures set forth in this By-law.  Except as
otherwise provided by law, the

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Articles of Incorporation or these By-laws, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made in accordance
with the procedures set forth in this By-law and, if any proposed
nomination or business is not in compliance with this By-law, to declare
that such defective proposal or nomination shall be disregarded.

             (2)  For purposes of this By-law, "public announcement" shall
mean disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable national news service or in a document
publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

             (3)  Notwithstanding the foregoing provisions of this By-law,
a shareholder also shall comply with all applicable requirements of the
Exchange Act and the rules and regulations thereunder with respect to the
matters set forth in this By-law.  Nothing in this By-law shall be deemed
to affect any rights (i) of shareholders to request inclusion of proposals
in the Corporation's proxy statement pursuant to Rule 14a-8 under the
Exchange Act or (ii) of the holders of any series of Preferred Stock to
elect directors under specified circumstances.

                        ARTICLE IV - DIRECTORS
                        ----------------------

        Section 1.  Powers of the Board.  The business of the Corporation
        -------------------------------
shall be managed by its Board of Directors which may exercise all such
powers of the Corporation and do all such lawful acts and things as are not
by statute or by the Articles of Incorporation or by these By-Laws directed
or required to be exercised or done by the shareholders.

        Section 2.  Composition of the Board of Directors.  The affairs and
        -------------------------------------------------
business of the Corporation shall be managed by the Board of Directors,
whose number shall be not less than six  nor more than 24.  The directors
shall be divided, with respect to the time for which they severally hold
office, into three classes, as nearly equal in size as possible, with the
term of office of Class I directors to expire at the 2001 annual meeting of
shareholders, the term of office of Class II directors to expire at the
1999 annual meeting of shareholders and the term of office of Class III
directors to expire at the 2000 annual meeting of shareholders, with each
director to hold office until his or her successor shall have been duly
elected and qualified.  At each meeting of shareholders, (i) directors
elected to succeed those directors whose terms then expire shall be elected
for a term of office to expire at the third succeeding annual meeting of
shareholders after their election, with each director to hold office until
his or her successor shall have been duly elected and qualified, and
(ii) if authorized by a resolution of the Board of Directors, directors may
be elected to fill any vacancy on the Board of Directors, regardless of how
such vacancy shall have been created.

                    ARTICLE V - MEETING OF THE BOARD
                    --------------------------------

        Section 1.  Place of Meeting.  Meetings of the Board of Directors of
        ----------------------------
the Corporation, both regular and special, may be held at any place either
within or without the State of Missouri, and unless otherwise designated as
herein provided, shall be held at the office of the Corporation.

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        Section 2.  First Meeting of New Board.  The first meeting of each
        --------------------------------------
newly elected Board of Directors for the purpose of electing officers and
transacting such other business as may come before the meeting shall be
held immediately after the final adjournment of the annual meeting of the
shareholders.  No notice of such annual meeting of Directors need be given,
provided a quorum shall be present.  If, for any reason, such meeting of
the Directors is not or cannot be held as herein prescribed, the officers
may be elected at any meeting of the Directors thereafter called for such
purpose pursuant to these By-Laws.

        Section 3.  Regular Meetings.  Regular meetings of the Board of
        ----------------------------
Directors may be held at such time and place as shall from time to time be
determined by resolution of the Board.

        Section 4.  Notice of Regular Meetings.  After the time and place of
        --------------------------------------
regular meetings shall have been determined, no notice of any regular
meetings need be given.  Notice of any change in the place of holding any
regular meeting or any adjournment of a regular meeting shall be given by
mail or telegram not less than forty-eight (48) hours before such meeting,
to all Directors who were absent at the time such action was taken.

        Section 5.  Special Meetings.  Special meetings of the Board for any
        ----------------------------
purpose or purposes may be called by the Chairman of the Board or President
on three (3) days' notice to each Director either personally or by mail or
by telegram.  Upon like notice, the Secretary of the Corporation, upon the
written request of a majority of the Directors, shall call a special
meeting of the Board.  Such request shall state the purpose or purposes of
the proposed meeting.  The officer calling the special meeting may
designate the place for holding same.

        Section 6.  Quorum.  At all meetings of the Board, a majority of the
        ------------------
Directors shall constitute a quorum for the transaction of business and the
act of a majority of the Directors present at any meeting at which there is
a quorum shall be the act of the Board of Directors, except where otherwise
provided by law or by these By-Laws.  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 7.  Waiver of Notice.  Any Director may waive notice of any
        ----------------------------
meeting of the Board by a writing signed by him either before or after the
time of such meeting.  A copy of such waiver shall be entered in the
minutes and shall be deemed to be the notice required by law or by these
By-Laws.  Any Director present in person at any meeting of the Board shall
be deemed to have thereby waived 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.

        Section 8.  Informal Meetings.  Whenever the vote of Directors at a
        -----------------------------
meeting thereof is required or permitted to be taken in connection with any
corporate action by any provisions of the statutes or of the Articles of
Incorporation, the meeting, any notice thereof, and vote of Directors
thereat may be dispensed with if all the Directors who would have been
entitled to vote

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upon the action if such meeting were held shall consent in writing to such
corporate action being taken.  Such written consent shall be filed with the
minutes of the Board.

        Section 9.  Compensation.  Unless otherwise restricted by the
        ------------------------
Articles of Incorporation or these By-laws, the Board of Directors shall
have the authority to fix the compensation of Directors.  The Directors may
be paid their expenses, if any, of attendance at each meeting of the Board
of Directors and may be paid a fixed sum for attendance at each meeting of
the Board of Directors or a stated salary as Director.  No such payment
shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.  Members of special or
standing committees may be allowed like compensation for attending
committee meetings.

        Section 10.  Presumption of Assent.  A Director of the Corporation
        ----------------------------------
shall be presumed to have assented to the action taken on any corporate
matter at a Board of Directors meeting at which he is present, unless his
dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the Secretary of the meeting
before the adjournment thereof or shall forward such dissent by certified
mail to the Secretary of the Corporation immediately after the adjournment
of the meeting.  A Director who voted in favor of such action may not so
dissent.

        Section 11.  Vacancies.  All vacancies in the office of Directors
        ----------------------
shall be filled by election by the shareholders, except as herein provided.
Vacancies not exceeding one-third (1/3) of the whole number of the Board
may be filled by the affirmative vote of the majority of the Directors then
in office, and the Directors so elected may hold office until such
vacancies are filled by the shareholders at a special or annual meeting.

        Section 12.  Organization.  The Chairman of the Board, and in his
        -------------------------
absence, the Chief Executive Officer or the President, and in the absence
of the Chairman of the Board and the Chief Executive Officer or the
President, a Chairman pro tem, chosen by the Directors present shall
preside at each meeting of the Directors and shall act as Chairman thereof.
The Secretary, and in his absence, the Assistant Secretary, and in the
absence of the Secretary and the Assistant Secretary, a Secretary pro tem,
chosen by the Directors present shall act as Secretary of all meetings of
the Directors.

        Section 13.  Minutes and Statements.  The Board of Directors shall
        -----------------------------------
cause to be kept a complete record of their meetings and acts, and of the
proceedings of the shareholders.

                      ARTICLE VI - COMMITTEES
                      -----------------------

        Section 1.  Executive Committee.  The Board of Directors, by
        -------------------------------
resolution adopted by a majority of the whole Board, may designate two or
more Directors to constitute an Executive Committee, which committee shall
have and exercise all of the authority of the Board of Directors in the
management of the Corporation, but the designation of the committee and the
delegation thereto of authority shall not operate to relieve the Board of
Directors, or any member thereof, of any responsibility imposed on him by
law, by the Articles of Incorporation or by these By-Laws.  The Executive
Committee shall keep a complete record of its activities and regularly

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report them to the Board of Directors at every meeting thereof.  All action
taken by the Executive Committee shall be subject to revision, alteration
or change by the Board of Directors, provided that rights of third persons
shall not be affected thereby.

        Section 2.  Meetings of the Executive Committee.  A majority of the
        -----------------------------------------------
Executive Committee shall constitute a quorum for the transaction of
business.  The Executive Committee may determine the time and place for its
meetings, the notice necessary therefor and its rules of procedure.

        Section 3.  Other Committees.  The Board of Directors shall have the
        ----------------------------
power to establish and designate, by resolution passed by a majority of the
Board of Directors, such other committees as it shall deem appropriate or
expedient for the furtherance of the objectives and purposes of the
Corporation and to delegate to such committees those powers which, in its
discretion, it feels are necessary and desirable.  A majority of the
members of any such committee shall constitute a quorum thereof and no acts
of any such committee shall be valid unless proved by the affirmative vote
or consent of the majority of such committee constituting a quorum at any
such meeting.  Any such committee shall keep regular minutes of its
proceedings and shall report the same to the Board of Directors from time
to time.  Any such committee shall meet whenever necessary upon three days'
prior written notice to all members thereof.

                       ARTICLE VII - OFFICERS
                       ----------------------

        Section 1.  Officers.  The permitted officers of this Corporation
        --------------------
will include a Chairman of the Board, the Chief Executive Officer, the
President, one or more Vice Presidents, a Secretary, one or more Assistant
Secretaries, a Treasurer, and one or more Assistant Treasurers, all of whom
shall be chosen by the Board of Directors.  Any person may hold two or more
offices.

        Section 2.  Subordinate Officers and Employees.  The Board of
        ----------------------------------------------
Directors may appoint such other officers and agents as it may deem
necessary who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to
time by the Board.

        Section 3.  Compensation.  The Board of Directors shall from time to
        ------------------------
time, in its discretion, fix or alter the compensation of any officer or
agent.

        Section 4.  Bond.  The Directors shall direct and require good and
        ----------------
sufficient fidelity bonds on all active officers and employees, whether or
not they draw salary or compensation, which bonds shall provide for
indemnity to the Corporation on account of any losses sustained by it as
the result of any dishonest, fraudulent or criminal act or omission
committed or omitted by them acting independently or in collusion or
combination with any person or persons.  The bonds may be individual,
schedule or blanket form, and the premiums therefor may be paid by the
Corporation.

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        Section 5.  Tenure of Office and Removal.  The officers of the
        ----------------------------------------
Corporation shall hold office until their successors are chosen and
qualify.  Any officer elected or appointed 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.

        Section 6.  Chairman of the Board.  The Chairman of the Board shall
        ---------------------------------
provide overall direction and guidance to the Corporation.  He or she shall
preside at all meetings of the shareholders and of the Board of Directors.
The Chairman shall in general perform all duties incident to the office of
Chairman of the Board and such other duties as may be prescribed by the
Board of Directors from time to time.

        Section 7.  Chief Executive Officer.  The Chief Executive Officer
        -----------------------------------
shall have the primary responsibility for and the general control and
management of all of the business and affairs of the Corporation, under the
direction of the Board of Directors.  He shall have power to select and
appoint all necessary officers and employees of the Corporation except such
officers as under these By-Laws are to be elected by the Board of
Directors, to remove all appointed officers or employees whenever he shall
deem necessary, and to make new appointments to fill the vacancies.  He
shall have the power of suspension from office for cause of any elected
officer, which shall be forthwith declared in writing to the Board of
Directors.  Whenever in his opinion it may be necessary, he shall define
the duties of any officer or employee of the Corporation which are not
prescribed in these By-Laws or by resolution of the Board of Directors.  He
also shall be an Assistant Secretary and shall have such other authority
and shall perform such other duties as may be assigned to him by the Board
of Directors.

        Section 8.  President. The President (if one shall have been elected
        ---------------------
by the Board of Directors) shall have such powers and discharge such duties
as may be assigned to him from time to time by the Board of Directors, the
Chairman of the Board or the senior officer to whom he reports.  If the
office of Chairman of the Board and Chief Executive Officer is held by
another person, the President shall be the chief operating officer of the
Corporation.  He also shall be an Assistant Secretary and shall have such
other authority and shall perform such other duties as may be assigned to
him by the Board of Directors.

        Section 9.  Vice-President.  The Vice-Presidents, if any, in the
        --------------------------
order designated by the Board of Directors, shall, in the absence or
disability of the President, perform the duties and exercise the powers of
the President and shall perform such other duties and have such other
powers as the Board of Directors, Chairman of the Board, the Chief
Executive Officer or the President may from time to time prescribe.

        Section 10.  The Secretary.  The Secretary shall attend all meetings
        --------------------------
of the shareholders of the Corporation and of the Board of Directors and
shall record all of the proceedings of such meetings in minute books kept
for that purpose.  He shall keep in safe custody the corporate seal of the
Corporation and is authorized to affix the same to all instruments requiring
the Corporation's seal.  He shall have charge of the corporate records, and,
except to the extent authority may be conferred upon any transfer agent or
registrar duly appointed by the Board of

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Directors, he shall maintain the Corporation's books, registers, stock
certificate and stock transfer books and stock ledgers, and such other
books, records and papers as the Board of Directors may from time to time
entrust to him.  He shall give or cause to be given proper notice of all
meetings of shareholders and Directors as required by law and the By-Laws,
shall, with the President or a Vice-President, sign the stock certificates
of the Corporation, and shall perform such other duties as may from time to
time be prescribed by the Board of Directors, Chairman of the Board, the
Chief Executive Officer or the President.

        Section 11.  The Assistant Secretary.  Each Assistant Secretary, if
        ------------------------------------
any, shall assist the Secretary in the performance of his duties, and may
at any time perform any of the duties of the Secretary; in case of the
death, resignation, absence or disability of the Secretary, the duties of
the Secretary shall be performed by an Assistant Secretary, and each
Assistant Secretary shall have such other powers and perform such other
duties as, from time to time, may be assigned to him by the Board of
Directors.

        Section 12.  Treasurer.  The Treasurer, if any, 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.  He shall disburse the funds of the
Corporation as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board and Directors
at the regular meetings of the Board, or whenever they may require it, an
account of all his transactions as Treasurer, and of the financial
condition of the Corporation.

        Section 13.  The Assistant Treasurer.  Each Assistant Treasurer, if
        ------------------------------------
any, shall assist the Treasurer in the performance of his duties, and may
at any time perform any of the duties of the Treasurer; in case of the
death, resignation, absence or disability of the Treasurer, the duties of
the Treasurer shall be performed by an Assistant Treasurer, and each
Assistant Treasurer shall have such other powers and perform such other
duties as, from time to time, may be assigned to him by the Board of
Directors.

                    ARTICLE VIII - RESIGNATIONS
                    ---------------------------

        Any Director or officer may resign his office at any time, such
resignation to be made in writing and to take effect from the time of its
receipt by the Corporation, unless some different time be fixed in the
resignation, and then from that time.  The acceptance of a resignation
shall not be required to make it effective.

          ARTICLE IX - CERTIFICATES OF STOCK AND TRANSFERS
          ------------------------------------------------

        Section 1.  Form and Execution of Certificate.  The Board of
        ---------------------------------------------
Directors shall prescribe the form of the certificates of stock of the
Corporation.  The certificates shall be signed by the Chairman of the
Board, the Chief Executive Officer or President and by the Secretary or
Assistant Secretary and shall be sealed with the seal of the Corporation
and all be numbered consecutively.  The name of the owner of the
certificates of stock, number of shares of stock

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represented thereby, and the date of issue shall be recorded on the books
of the Corporation.  The persons who may own stock of the corporation and
the number of shares which may be owned by any such persons are restricted
in accordance with the Articles of Incorporation.

        Section 2.  Transfer of Shares.  Shares of stock may be transferred
        ------------------------------
by endorsement thereon of the signature of the proprietor, his agent,
attorney or legal representative and the delivery of the certificate; but
such transfer shall not be valid against the Corporation until the same is
so entered on the books of the Corporation and the old certificate is
surrendered for cancellation.

        Section 3.  Record Owner.  The Corporation shall be entitled to
        ------------------------
treat the person in whose name any shares of stock is registered as owner
thereof for the following purposes:  capitalization, consolidation, merger,
reorganization, sale of assets, liquidation or otherwise; for votes,
approvals and consents by shareholders; for notice to the shareholders; and
for all other purposes whatever.  The Corporation shall not be bound to
recognize any equitable or other claim to or interest in such shares on the
part of any other person, whether or not the Corporation shall have notice
thereof, except as expressly required by the law or these By-Laws.

        Section 4.  Closing of Stock Transfer Books - Fixing Record Date.
        ----------------------------------------------------------------
The Board of Directors shall have power to close the stock transfer books
of the Corporation for a period not exceeding fifty (50) days preceding the
date of any meeting of shareholders, or the date for payment of any
dividend, or the date for the allotment of rights, or the date when any
change, conversion, or exchange of capital stock shall go into effect;
provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, not exceeding
fifty (50) days preceding the date of any meeting of shareholders, or the
date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of capital
stock shall go into effect, as a record date for the determination of the
shareholders entitled to notice of, and to vote at any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend or
to any such allotment of ,rights, or to exercise the rights in respect of
any such change, conversion or exchange of capital stock, and in such case
such shareholders and only such shareholders as shall be shareholders of
record on the date so fixed shall be entitled to notice of, and to vote at
such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such  allotment or rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any stock on
the books of the Corporation after any such record date fixed as aforesaid.

        Section 5.  Lost, Mutilated or Destroyed Stock Certificates.  Upon
        -----------------------------------------------------------
presentation to the Corporation of a proper affidavit attesting the loss,
destruction or mutilation of any certificate or shares of stock to the
Corporation, the Board of Directors may direct the issuance of a new
certificate in lieu of and to replace the certificate so alleged to be
lost, destroyed or mutilated. The Board of Directors may require as a
condition precedent to the issuance of a new certificate any or all of the
following:

        (a)  Additional evidence of the loss, destruction or mutilation
             claimed;

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        (b)       Advertisement of the loss in such manner that the Board of
                  Directors may direct or approve;

        (c)       A bond or agreement of indemnity in such form and amount, with
                  or without such sureties as the Board of Directors may
                  approve; or

        (d)       The order or approval of a Court.  The Corporation may
                  recognize the person in whose name the new certificate, or any
                  certificate thereafter is issued as owner of the shares
                  described therein for all purposes until the owner of the
                  original certificate or transferee thereof without notice and
                  for value shall enjoin the Corporation and the holder of any
                  new certificate, or any certificate issued in exchange or
                  substitution therefrom, from so acting.

        Section 6.  Transfer Agent and Register.  The Board of Directors may
        ---------------------------------------
appoint a transfer agent and/or a registrar of transfers and may require
all certificates of shares to bear the signature of such transfer agent and
of such registrar of transfers, or as the Board of Directors may otherwise
direct.

        Section 7.  Regulations.  The Board of Directors shall have the
        -----------------------
power and authority to make all rules and regulations as the Board of
Directors shall deem expedient regulating in the issue, transfer, and
registration of certificates for shares in this Corporation.

        Section 8.  Transfer Book.  Transfer books shall be maintained under
        -------------------------
the direction of the Secretary, showing the ownership and transfer of all
certificates of stock issued by the Corporation.

            ARTICLE X - DEALINGS WITH COMPANIES IN WHICH
            --------------------------------------------
                   DIRECTORS MAY HAVE AN INTEREST
                   ------------------------------

        Inasmuch as the Directors of this Corporation are or may be persons
of diversified business interests, and likely to be connected with other
corporations with which from time to time this Corporation may have
business dealings, no contract or other transaction between this
Corporation and any other corporation shall be affected by the fact that
Directors of this Corporation are interested in, or are directors or
officers of such other corporation.

               ARTICLE XI - MISCELLANEOUS PROVISIONS
               -------------------------------------

        Section 1.  Fiscal Year.  The fiscal year of the Corporation shall
        -----------------------
be determined by the Board of Directors.

        Section 2.  Inspection of Books.  The Directors shall determine from
        -------------------------------
time to time whether, and, if allowed, when and tinder what conditions and
regulations the accounts and books of the Corporation (except such as may
by statute be specifically open to inspection) or any of them shall be open
to inspection of the shareholders, and shareholders' rights in this respect
are and shall be restricted and limited accordingly.

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        Section 3.  Checks and Notes.  All checks and drafts on the
        ----------------------------
Corporation's bank accounts and all bills of exchange and promissory notes,
and all acceptances, obligations and other-instruments for the payment of
money, shall be signed by such officer or officers or agent or agents as
shall be thereunto duly authorized from time to time by the Board of
Directors; provided, that checks drawn on the Corporation's payroll,
dividend and special accounts may bear the facsimile signatures, affixed
thereto by a mechanical device, of such officers or agents as the Board of
Directors may authorize.

        Section 4.  Contracts.  The Board of Directors may authorize any
        ---------------------
officer or officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Corporation,
and such authority may be general or confined to specific instances.

        Section 5.  Loans.  No material loans shall be contracted on behalf
        -----------------
of the Corporation and no material evidences of indebtedness shall be
issued in its name unless authorized by resolution of the Board of
Directors. Such authority may be general or confined to specific instances.

        Section 6.  Dividends.  The Board of Directors may declare such
        ---------------------
dividends as they in their discretion see fit whenever the condition of the
Corporation, in their opinion, shall warrant the same.  The Board may
declare dividends in cash, in property or in capital stock.

        Section 7.  Notices.  Whenever, under the provisions of these By-
        -------------------
Laws notice is required to be given to any Director, officer or
shareholder, it shall not be construed to mean personal notice, but such
notice may be given in writing by depositing the same in the post office or
letter box, in a postpaid sealed wrapper addressed to such shareholder,
officer or Director at such address as appears on the records of the
Corporation, and such notice shall be deemed to be given at the time when
the same shall be thus mailed.

      ARTICLE XII - INDEMNIFICATION OF DIRECTORS AND OFFICERS
      -------------------------------------------------------

        Each Director and each officer, and his heirs, executors and
administrators, shall be indemnified by Corporation against any costs and
expenses, including counsel fees, reasonably incurred in connection with
any civil, criminal, administrative or other claim, action, suit or
proceeding in which he or they may become involved or with which he or they
may be threatened by reason of his being or having been a Director or
officer of the Corporation, and against any payments in settlement of any
such claim, action, suit or proceeding or in satisfaction of any related
judgment, fine or penalty, except costs, expenses or payments in relation
to any matter as to which he shall be finally adjudged derelict in the
performance of his duties to the Corporation, or in relation to any matter
as to which there has been no adjudication with respect to his performance
of his duties to the Corporation unless the Corporation shall receive an
Opinion from independent counsel that the Director or officer has not been
so derelict.  In the case of a criminal action, suit or proceeding, a
conviction or judgment (whether after trial or based on a plea of guilty or
nolo contendere or its equivalent) shall not be deemed an adjudication that
the Director or officer was derelict in the performance of his duties to
the Corporation if he acted in good faith in what he considered to be the
best interests of the Corporation and with no

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reasonable cause to believe the action was illegal.  The foregoing right of
indemnification shall not be exclusive of other rights to which Directors
or officers may be entitled as a matter of law or otherwise.

                     ARTICLE XIII - AMENDMENTS
                     -------------------------

        At any annual, regular or special meeting of the shareholders or of
the Board of Directors, the shareholders or Board of Directors may repeal
or amend these By-Laws or any part thereof or adopt new or additional By-
Laws.

               ARTICLE XIV - SHAREHOLDERS' AGREEMENT
               -------------------------------------

        Notwithstanding anything contained herein to the contrary, the
provisions of these By-Laws shall be subject and subordinate to the
provisions of any shareholders' agreement to which the Corporation is a
party, which in the case of a conflict, shall control.

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