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                                   EXHIBIT 3b

                          UNION NATIONAL BANCORP, INC.

                                     BYLAWS

                        As Adopted on February 15, 1994,
                        and Amended on December 30, 1999.

                                    ARTICLE I

                                     OFFICES

         Section 1. PRINCIPAL OFFICE. The principal office of the corporation in
the State of Maryland shall be located at such place or places as the board of
directors may designate.

         Section 2. ADDITIONAL OFFICES. The corporation may have additional
offices at such places as the board of directors may from time to time determine
or the business of the corporation may require.

                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

         Section 1. PLACE. All meetings of stockholders shall be held at the
principal office of the corporation or at such other place within the United
States as shall be stated in the notice of the meeting.

         Section 2. ANNUAL MEETING. An annual meeting of the stockholders for
the election of directors and the transaction of any business within the powers
of the corporation shall be held during the month of April in each year on a
date and at the time set by the board of directors, beginning with the year
1995.

         Section 3. SPECIAL MEETINGS. The president or board of directors may
call special meetings of the stockholders. Special meetings of stockholders
shall also be called by the secretary upon the written request of the holders of
shares entitled to cast not less than 25% of all the votes entitled to be cast
at such meeting. Such request shall state the purpose of such meeting and the
matters proposed to be acted on at such meeting. The secretary shall inform such
stockholders of the reasonably estimated cost of preparing and mailing notice of
the meeting and, upon payment to the corporation of such costs, the secretary
shall give notice to each stockholder entitled to notice of the meeting. Unless
requested by stockholders entitled to cast a majority of all the votes entitled
to be cast at such meeting, a special meeting need not be called to consider any
matter which is substantially the same as a matter voted on at any regular or
special meeting of the stockholders held during the preceding twelve months.

         Section 4. NOTICE. Not less than ten nor more than 90 days before each
meeting of stockholders, the secretary shall give to each stockholder entitled
to vote at such meeting and to each stockholder not entitled to vote who is
entitled to notice of the meeting, written or printed notice stating the time
and place of the meeting and, in the case of a special meeting or as otherwise
may be required by statute, the purpose for which the meeting is called, either
by mail or by presenting it to such stockholder personally or by leaving it at
his residence or usual place of business. If mailed, such notice shall be deemed
to be given when deposited in the United States mail addressed to the
stockholder at his post office address as it appears on the records of the
corporation, with postage thereon prepaid.

         Section 5. SCOPE OF NOTICE. No business shall be transacted at a
special meeting of stockholders except that specifically designated in the
notice. Any business of the corporation may be transacted at the annual meeting
without being specifically designated in the notice, except such business as is
required by statute to be stated in such notice.


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         Section 6. QUORUM. At any meeting of stockholders, the presence in
person or by proxy of stockholders entitled to cast a majority of all the votes
entitled to be cast at such meeting shall constitute a quorum; but this section
shall not affect any requirement under any statute or the charter for the vote
necessary for the adoption of any measure. If, however, such quorum shall not be
present at any meeting of the stockholders, the stockholders entitled to vote at
such meeting, present in person or by proxy, shall have power to adjourn the
meeting from time to time to a date not more than 120 days after the original
record date without notice other than announcement at the meeting until such
quorum shall be present. At such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted at the
meeting as originally notified.

         Section 7. VOTING. A plurality of all the votes cast at a meeting of
stockholders duly called and at which a quorum is present shall be sufficient to
elect a director. Each share of stock may be voted for as many individuals as
there are directors to be elected and for whose election the share is entitled
to be voted. A majority of the votes cast at a meeting of stockholders duly
called and at which a quorum is present shall be sufficient to approve any other
matter which may properly come before the meeting, unless more than a majority
of the votes cast is required by statute or by the charter. Unless otherwise
provided in the charter, each outstanding share of stock, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
stockholders.

         Section 8. PROXIES. A stockholder may vote the shares of stock owned of
record by him, either in person or by proxy executed in writing by the
stockholder or by his duly authorized attorney in fact. Such proxy shall be
filed with the secretary of the corporation before or at the time of the
meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise Provided in the proxy.

         Section 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares registered in
the name of-another corporation, if entitled to be voted, may be voted by the
president, a vice president or a proxy appointed by the president or a vice
president of such other corporation, unless some other person who has been
appointed to vote such shares pursuant to a bylaw or a resolution of the board
of directors of such other corporation presents a certified copy of such bylaw
or resolution, in which case such person may vote such shares. Any fiduciary may
vote shares registered in his name as such fiduciary, either in person or by
proxy.

         Shares of its own stock indirectly owned by this corporation shall not
be voted at any meeting and shall not be counted in determining the total number
of outstanding shares entitled to be voted at any given time, unless they are
held by it in a fiduciary capacity, in which case they may be voted and shall be
counted in determining the total number of outstanding shares at any given time.

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

         Section 10. INSPECTORS. At any meeting of stockholders, the chairman of
the meeting may, or upon the request of any stockholder shall, appoint one or
more persons as inspectors for such meeting. Such inspectors shall ascertain and
report the number of shares represented at the meeting based upon their
determination of the validity and effect of proxies, count all votes, report the
results and perform such other acts as are proper to conduct the election and
voting with impartiality and fairness to all the stockholders.

         Each report of an inspector shall be in writing and signed by him or by
a majority of them if there is more than one inspector acting at such meeting.
If there is more than one inspector, the report of a majority shall be the


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report of the inspectors. The report of the inspector or inspectors on the
number of shares represented at the meeting and the results of the voting shall
be prima facie evidence thereof.

         Section 11. INFORMAL ACTION BY STOCKHOLDERS. Any action required or
permitted to be taken at a meeting of stockholders may be taken without a
meeting if a consent in writing, setting forth such action, is signed by each
stockholder entitled to vote on the matter and any other stockholder entitled to
notice of a meeting of stockholders (but not to vote thereat) has waived in
writing any right to dissent from such action, and such consent and waiver are
filed with the minutes of proceedings of the stockholders.

         Section 12. VOTING BY BALLOT. Voting on any question or in any election
may be viva voce unless the presiding officer shall order or any stockholder
shall demand that voting be by ballot.

         Section 13. EXEMPTION FROM SUBTITLE 7 OF TITLE 3 OF THE MARYLAND
GENERAL CORPORATION LAW. The acquisition of shares of common stock of the
corporation pursuant to the transactions contemplated by the Agreement and Plan
of Affiliation and Merger by and among the corporation, The Union National Bank
of Westminster, Mercantile Bankshares Corporation, and Westminster Bank and
Trust Company of Carroll County, and the Support Agreement among Mercantile
Bankshares Corporation and each director and certain executive officers of the
corporation, and any agreements related thereto, is exempt from Subtitle 7 of
Title 3 of the Maryland General Corporation Law.

                                   ARTICLE III

                                    DIRECTORS

         Section 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed under the direction of its board of directors.

         Section 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the corporation shall be not less than the minimum number required by the
applicable provisions of the Maryland General Corporation Law and shall not be
more than 25. At any regular meeting or at any special meeting called for that
purpose, a majority of the entire board of directors may establish, increase or
decrease the number of directors, provided that the number thereof shall never
be less than the minimum number required by the Maryland General Corporation
Law, nor more than 25, and further provided that the tenure of office of a
director shall not be affected by any decrease in the number of directors.

         The directors shall be divided into three classes, as nearly equal in
number as possible, with a term of three years each, and the term of office of
one class shall expire each year. One class shall hold office initially for a
term expiring at the annual meeting of stockholders in 1995, another class shall
hold office initially for a term expiring at the annual meeting of stockholders
in 1996 and another class shall hold office initially for a term expiring at the
annual meeting of stockholders in 1997. Beginning with the annual meeting of
stockholders in 1995 and at each succeeding annual meeting of stockholders, the
directors of the class of directors whose term expires will be elected to hold
office for a term expiring at the third succeeding annual meeting.

         Each director will hold office for the term for which he or she is
elected and until his or her successor is duly elected and qualifies. Every
director shall be required to retire from the board on the date of the annual
meeting of stockholders next occurring after a director has reached the age of
70.

         Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the board
of directors shall be held immediately after and at the same place as the annual
meeting of stockholders, no notice other than this bylaw being necessary. The
board of directors may provide, by resolution, the time and place, either within
or without the State of Maryland, for the holding of regular meetings of the
board of directors without other notice than such resolution.

         Section 4. SPECIAL MEETINGS. Special meetings of the board of directors
may be called by or at the request of the president or by a majority of the
directors then in office. The person or persons authorized to call


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special meetings of the board of directors may fix any place, either within or
without the State of Maryland, as the place for holding any special meeting of
the board of directors called by them.

         Section 5. NOTICE. Notice of any special meeting shall be given by
written notice delivered personally, telegraphed or mailed to each director at
his business or residence address. Personally delivered or telegraphed notices
shall be given at least two days prior to the meeting. Notice by mail shall be
given at least five days prior to the meeting. If mailed, such notice shall be
deemed to be given when deposited in the United States mail properly addressed,
with postage thereon prepaid. If given by telegram, such notice shall be deemed
to be given when the telegram is delivered to the telegraph company. Neither the
business to be transacted at, nor the purpose of, any annual, regular or special
meeting of the board of directors need be stated in the notice, unless
specifically required by statute or these bylaws.

         Section 6. QUORUM. A majority of the entire board of directors shall
constitute a quorum for transaction of business at any meeting of the board of
directors, provided that, if less than a majority of such number of directors
are present at said meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.

         The directors present at a meeting which has been duly called and
convened may continue to transact business until adjournment, notwithstanding
the withdrawal of enough directors to leave less than a quorum.

         Section 7. VOTING. The action of the majority of the directors present
at a meeting at which a quorum is present shall be the action of the board of
directors, unless the concurrence of a greater proportion is required for such
action by applicable statute.

         Section 8. TELEPHONE MEETINGS. Members of the board of directors may
participate in a meeting by means of a conference telephone or similar
communications equipment if all persons participating in the meeting can hear
each other at the same time. Participation in a meeting by these means shall
constitute presence in person at the meeting.

         Section 9. INFORMAL ACTION BY DIRECTORS. Any action required or
permitted to be taken at any meeting of the board of directors may be taken
without a meeting, if a consent in writing to such action is signed by each
director and such written consent is filed with the minutes of proceedings of
the board of directors.

         Section 10. VACANCIES. Any vacancy on the board of directors for any
cause other than an increase in the number of directors may be filled by a
majority of the remaining directors, although such majority is less than a
quorum. Any vacancy on the board of directors by reason of an increase in the
number of directors may be filled by a majority vote of the entire board of
directors. A director elected by the board of directors to fill a vacancy shall
serve until the next annual meeting of stockholders and until his successor is
elected and qualifies.

         Section 11. COMPENSATION. Directors shall not receive any stated salary
for their services as directors but, by resolution of the board of directors, a
fixed sum and expenses of attendance, if any, may be allowed to directors for
attendance at each annual, regular or special meeting of the board of directors
or of any committee thereof and may be paid quarterly, monthly or at such time
or times as the Board may by resolution specify; but nothing herein contained
shall be construed to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.

                                   ARTICLE IV

                                   COMMITTEES


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         Section 1. NUMBER, TENURE AND QUALIFICATIONS. The board of directors
may appoint from among its members an Executive Committee and other committees,
composed of two or more directors, to serve at the pleasure of the board of
directors.

         Section 2. POWERS. The board of directors may delegate to committees
appointed under Section 1 of this Article any of the powers of the board of
directors, except as prohibited by law.

         Section 3. MEETINGS. In the absence of any member of any such
committee, the members thereof present at any meeting, whether or not they
constitute a quorum, may appoint a director to act in the place of such absent
member.

         Section 4. TELEPHONE MEETINGS. Members of a committee of the board of
directors may participate in a meeting by means of a conference telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same time. Participation in a meeting by these means
shall constitute presence in person at the meeting.

         Section 5. INFORMAL ACTION BY COMMITTEES. Any action required or
permitted to be taken at any meeting of a committee of the board of directors
may be taken without a meeting, if a consent in writing to such action is signed
by each member of the committee and such written consent is filed with the
minutes of proceedings of such committee.

                                    ARTICLE V

                                    OFFICERS

         Section 1. GENERAL PROVISIONS. The officers of the corporation may
consist of a chairman of the board, a vice chairman of the board, a president,
one or more vice presidents, a treasurer, one or more assistant treasurers, a
secretary, one or more assistant secretaries and such other officers as may be
elected in accordance with this Article. 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 stockholders. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Each officer shall hold office until his
successor is elected and qualifies or until his death, resignation or removal in
the manner hereinafter provided. Any two or more offices except president and
vice president may be held by the same person. In its discretion, the board of
directors may leave unfilled any office except that of president, treasurer and
secretary. Election of an officer or agent shall not of itself create contract
rights between the corporation and such officer or agent.

         Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the
corporation may be removed by the board of directors if in its judgment the best
interests of the corporation would be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. Any
officer of the corporation may resign at any time by giving written notice of
his resignation to the board of directors, the chairman of the board, the
president or the secretary. Any resignation shall take effect at the time
specified therein or, if the time when it shall become effective is not
specified therein, immediately upon its receipt. The acceptance of a resignation
shall not be necessary to make it effective unless otherwise stated in the
resignation.

         Section 3. VACANCIES. A vacancy in any office may be filled by the
board of directors for the balance of the term.

         Section 4. CHIEF EXECUTIVE OFFICER. The board of directors may
designate a chief executive officer from among the elected officers. The chief
executive officer shall have responsibility for implementation of the policies
of the corporation, as determined by the board of directors, and for the
administration of the business affairs of the corporation.


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         Section 5. CHIEF OPERATING OFFICER. The board of directors may
designate a chief operating officer from among the elected officers. Said
officer will have the responsibility and duties as set forth by the board of
directors or the chief executive officer.

         Section 6. CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The chairman of the
board shall preside over the meetings of the board of directors and of the
stockholders at which he shall be present. In the absence of the chairman of the
board, the vice chairman of the board shall preside at such meetings at which he
shall be present. The chairman of the board and the vice chairman of the board
shall, respectively, perform such other duties as may be assigned to him or them
by the board of directors.

         Section 7. PRESIDENT. The president shall in general supervise and
control all of the business and affairs of the corporation. Unless the president
is not a member of the board of directors, in the absence of both the chairman
and vice chairman of the board, he shall preside at all meetings of the board of
directors and of the stockholders at which he shall be present. In the absence
of a designation of a chief executive officer by the board of directors, the
president shall be the chief executive officer and shall be ex officio a member
of all committees that may, from time to time, be constituted by the board of
directors. He may execute any deed, mortgage, bond, contract or other instrument
which the board of directors has authorized to be executed, except in cases
where the execution thereof shall be expressly delegated by the board of
directors or by these bylaws to some other officer or agent of the corporation
or shall be required by law to be otherwise executed; and in general shall
perform all duties incident to the office of president and such other duties as
may be prescribed by the board of directors from time to time.

         Section 8. VICE PRESIDENTS. In the absence of the president or in the
event of a vacancy in such office, the vice president (or in the event there be
more than one vice president, the vice presidents in the order designated at the
time of their election or, in the absence of any designation, then in the order
of their election) 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; and shall perform such other duties as from time to time may be
assigned to him by the president or by the board of directors. The board of
directors may designate one or more vice presidents as executive vice president
or as vice president for particular areas of responsibility.

         Section 9. SECRETARY. The secretary shall (a) keep the minutes of the
proceedings of the stockholders, the board of directors and committees of the
board of directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these bylaws or
as required by law; (c) be custodian of the corporate records and of the seal of
the corporation; (d) keep a register of the post office address of each
stockholder which shall be furnished to the secretary by such stockholder; (e)
have general charge of the stock transfer books of the corporation; and (f) in
general perform such other duties as from time to time may be assigned to him by
the president or by the board of directors.

         Section 10. 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.

         He 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 board of directors, at the regular meetings of the
board of directors or whenever they may require it, an account of all his
transactions as treasurer and of the financial condition of the corporation.

         If required by the board of directors, he 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, all books, papers, vouchers, moneys and other
property of whatever kind in his possession or under his control belonging to
the corporation.


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         Section 11. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
assistant secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the secretary or treasurer, respectively,
or by the president or the board of directors. The assistant treasurers shall,
if required by the board of directors, give bonds for the faithful performance
of their duties in such sums and with such surety or sureties as shall be
satisfactory to the board of directors.

         Section 12. ANNUAL REPORT. The president or other executive officer of
the corporation shall prepare or cause to be prepared annually a full and
correct statement of the affairs of the corporation, including a balance sheet
and a statement of the results of operations for the preceding fiscal year,
which shall be submitted at the annual meeting of the stockholders and filed
within 20 days thereafter at the principal office of the corporation in the
State of Maryland.

         Section 13. SALARIES. The salaries of the officers shall be fixed from
time to time by the board of directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

                                   ARTICLE VI

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

         Section 1. CONTRACTS. The board of directors may authorize any officer
or agent to enter into any contract or to 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 2. CHECKS AND DRAFTS. 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 such officer or officers, agent or
agents of the corporation and in such manner as shall from time to time be
determined by the board of directors.

         Section 3. DEPOSITS. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the board of directors
may designate.

                                   ARTICLE VII

                                 SHARES OF STOCK

         Section 1. CERTIFICATES OF STOCK. Each stockholder shall be entitled to
a certificate or certificates which shall represent and certify the number of
shares of each class of stock held by him in the corporation. Each certificate
shall be signed by the president or a vice president and countersigned by the
secretary or an assistant secretary or the treasurer or an assistant treasurer
and may be sealed with the corporate seal. The signatures may be either manual
or facsimile. Certificates shall be consecutively numbered; and if the
corporation shall, from time to time, issue several classes of stock, each class
may have its own number series. A certificate is valid and may be issued whether
or not an officer who signed it is still an officer when it is issued. Each
certificate representing stock which is restricted as to its transferability or
voting powers, which is preferred or limited as to its dividends or as to its
share of the assets upon liquidation or which is redeemable at the option of the
corporation, shall have a statement of such restriction, limitation, preference
or redemption provision, or a summary thereof, plainly stated on the
certificate. In lieu of such statement or summary, the corporation may set forth
upon the face or back of the certificate a statement that the corporation will
furnish to any stockholder, upon request and without charge, a full statement of
such information.

         Section 2. TRANSFERS OF STOCK. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate of stock duly endorsed or
accompanied by proper evidence of succession, assignment


<PAGE>

or authority to transfer, the corporation shall issue a new certificate to the
person entitled thereto, cancel the old certificate and record the transaction
upon its books.

         The corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise provided by the laws of the State of
Maryland.

         Section 3. LOST CERTIFICATE. The board of directors may direct a new
certificate to be issued in place of any certificate previously 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 the issuance 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
it shall require and/or to give bond, with sufficient surety, to the corporation
to indemnify it against any loss or claim which may arise as a result of the
issuance of a new certificate.

         Section 4. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The
board of directors may set, in advance, a record date for the purpose of
determining stockholders entitled to notice of or to vote at any meeting of
stockholders, or stockholders entitled to receive payment of any dividend or the
allotment of any other rights, or in order to make a determination of
stockholders for any other proper purpose. Such date, in any case, shall not be
prior to the close of business on the day the record date is fixed and shall be
not more than 90 days, and in the case of a meeting of stockholders not less
than ten days, before the date on which the meeting or particular action
requiring such determination of stockholders is to be held or taken.

         In lieu of fixing a record date, the board of directors may provide
that the stock transfer books shall be closed for a stated period but not longer
than 20 days. If the stock transfer books are closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least ten days before the date
of such meeting.

         If no record date is fixed and the stock transfer books are not closed
for the determination of stockholders, (a) the record date for the determination
of stockholders entitled to notice of or to vote at a meeting of stockholders
shall be at the close of business on the day on which the notice of meeting is
mailed or the 30th day before the meeting, whichever is the closer date to the
meeting; and (b) the record date for the determination of stockholders entitled
to receive payment of a dividend or an allotment of any other rights shall be
the close of business on the day on which the resolution of the board of
directors, declaring the dividend or allotment of rights, is adopted.

         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, except where the determination has been made
through the closing of the stock transfer books and the stated period of closing
has expired.

         Section 5. STOCK LEDGER. The corporation shall maintain at its
principal office or at the office of its counsel, accountants or transfer agent,
an original or duplicate stock ledger containing the name and address of each
stockholder and the number of shares of stock of each class held by such
stockholder.

                                  ARTICLE VIII

                                 ACCOUNTING YEAR

         The board of directors shall have the power, from time to time, to fix
the accounting year of the corporation by a duly adopted resolution.


<PAGE>

                                   ARTICLE IX

                                    DIVIDENDS

         Section 1. DECLARATION. Dividends upon the shares of stock of the
corporation may be declared by the board of directors, subject to the provisions
of law and the charter. Dividends may be paid in cash, property or shares of the
corporation, subject to the provisions of law and the charter.

         Section 2. CONTINGENCIES. Before payment of any dividends, there may be
set aside out of any funds of the corporation available for dividends such sum
or sums as the board of directors may from time to time, in its absolute
discretion, think proper as a reserve fund for contingencies, for repairing or
maintaining any property of the corporation or for such other purpose as the
board of directors shall determine to be in the best interest of the
corporation, and the board of directors may modify or abolish any such reserve
in the manner in which it was created.

                                    ARTICLE X

                                      SEAL

         Section 1. SEAL. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words
"Incorporated Maryland." The board of directors may authorize one or more
duplicate seals and provide for the custody thereof.

         Section 2. AFFIXING SEAL. Whenever the corporation is required to place
its corporate seal to a document, it shall be sufficient to meet the
requirements of any law, rule or regulation relating to a corporate seal to
place the word "(SEAL)" adjacent to the signature of the person authorized to
execute the document on behalf of the corporation.

                                   ARTICLE XI

                                 INDEMNIFICATION

         To the maximum extent permitted by Maryland law in effect from time to
time, the corporation, without requiring a preliminary determination of the
ultimate entitlement to indemnification, shall indemnify and shall pay or
reimburse reasonable expenses in advance of final disposition of a proceeding to
(i) any individual who is a present or former director or officer of the
corporation or (ii) any individual who, while a director of the corporation and
at the request of the corporation, serves or has served another corporation,
partnership, joint venture, trust, employee benefit plan or any other enterprise
as a director, officer, partner or trustee of such corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise. The corporation
may, with the approval of its board of directors, provide such indemnification
and advancement of expenses to a person who served a predecessor of the
corporation in any of the capacities described in (i) or (ii) above and to any
employee or agent of the corporation or a predecessor of the corporation.

         Neither the amendment nor repeal of this Article, nor the adoption or
amendment of any other provision of the bylaws or charter of the corporation
inconsistent with this Section, shall apply to or affect in any respect the
applicability of the preceding paragraph with respect to any act or failure to
act which occurred prior to such amendment, repeal or adoption.

                                   ARTICLE XII

                                WAIVER OF NOTICE


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         Whenever any notice is required to be given pursuant to the charter or
bylaws of the corporation or pursuant to applicable law, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice. Neither the business to be transacted at nor the purpose of any
meeting need be set forth in the waiver of notice, unless specifically required
by statute. The attendance of any person at any meeting shall constitute a
waiver of notice of such meeting, except where such person attends a meeting for
the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                  ARTICLE XIII

                               AMENDMENT OF BYLAWS

         The board of directors shall have the exclusive power to adopt, alter
or repeal any bylaws of the corporation and to make new bylaws.