OTTAWA FINANCIAL CORPORATION

                         AMENDED AND RESTATED BY-LAWS


                                   ARTICLE I

                                 STOCKHOLDERS


Section 1.        ANNUAL MEETING.

      An annual  meeting of the  stockholders,  for the election of directors to
succeed those whose terms expire and for the  transaction of such other business
as may properly  come before the meeting,  shall be held at such place,  on such
date, and at such time as the Board of Directors shall each year fix.

Section 2.        SPECIAL MEETINGS.

      Subject to the rights of the  holders of any class or series of  preferred
stock of the  Corporation,  special  meetings of stockholders of the Corporation
may be called only by the Board of Directors pursuant to a resolution adopted by
a majority of the total number of directors which the Corporation  would have if
there  were no  vacancies  on the Board of  Directors  (hereinafter  the  "Whole
Board").

Section 3.        NOTICE OF MEETINGS.

      Written  notice  of the  place,  date,  and  time of all  meetings  of the
stockholders  shall be given,  not less than ten (10) nor more than  sixty  (60)
days  before the date on which the  meeting is to be held,  to each  stockholder
entitled  to vote at such  meeting,  except  as  otherwise  provided  herein  or
required by law (meaning, here and hereinafter, as required from time to time by
the Delaware General  Corporation Law or the Certificate of Incorporation of the
Corporation).

      When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned  meeting if the place,  date and time thereof
are  announced  at the  meeting  at which the  adjournment  is taken;  provided,
however, that if the date of any adjourned meeting is more than thirty (30) days
after the date for which the meeting was originally  noticed, or if a new record
date is fixed for the adjourned  meeting,  written notice of the place, date and
time of the  adjourned  meeting shall be given in  conformity  herewith.  At any
adjourned  meeting,  any  business  may be  transacted  which  might  have  been
transacted at the original meeting.

Section 4.        QUORUM.

      At any meeting of the  stockholders,  the holders of at least one-third of
all of the shares of the stock entitled to vote at the



<PAGE>



meeting,  present  in person  or by proxy,  shall  constitute  a quorum  for all
purposes,  unless or except to the extent that the  presence of a larger  number
may be required by law. Where a separate vote by a class or classes is required,
a  majority  of the  shares  of such  class or  classes,  present  in  person or
represented  by proxy,  shall  constitute a quorum  entitled to take action with
respect to that vote on that matter.

      If a quorum shall fail to attend any meeting,  the chairman of the meeting
or the  holders of a majority  of the shares of stock  entitled  to vote who are
present,  in person or by proxy, may adjourn the meeting to another place,  date
or time.

      If a notice of any adjourned  special  meeting of  stockholders is sent to
all  stockholders  entitled to vote  thereat,  stating that it will be held with
those present  constituting a quorum,  then except as otherwise required by law,
those  present at such  adjourned  meeting  shall  constitute a quorum,  and all
matters shall be determined by a majority of the votes cast at such meeting.

Section 5.        ORGANIZATION.

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

Section 6.        CONDUCT OF BUSINESS.

            (a) The chairman of any meeting of stockholders  shall determine the
order of business and the procedure at the meeting, including such regulation of
the manner of voting  and the  conduct  of  discussion  as seem to him or her in
order.

            (b) At any annual  meeting of the  stockholders,  only such business
shall be conducted  as shall have been  brought  before the meeting (i) by or at
the  direction  of the  Board of  Directors  or (ii) by any  stockholder  of the
Corporation  who is entitled to vote with respect  thereto and who complies with
the  notice  procedures  set forth in this  Section  6(b).  For  business  to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered or mailed to and received
at the principal  executive offices of the Corporation not less than ninety (90)
days prior to the 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 twenty days, or delayed by more than sixty days from such  anniversary
date, notice by the stockholder to be timely must be so delivered not later than
the close of business on the later of the 90th day prior to such annual  meeting
or the 10th

                                      2

<PAGE>



day  following  the day on which  notice of the date of the annual  meeting  was
mailed or public  announcement  of the date of such  meeting  is first  made.  A
stockholder's  notice to the  Secretary  shall set forth as to each  matter such
stockholder  proposes to bring before the annual meeting (i) a brief description
of the business  desired to be brought before the annual meeting and the reasons
for conducting such business at the annual  meeting,  (ii) the name and address,
as they appear on the Corporation's  books, of the stockholder who proposed such
business,  (iii)  the class and  number of shares of the  Corporation's  capital
stock that are  beneficially  owned by such  stockholder  and (iv) any  material
interest of such stockholder in such business. Notwithstanding anything in these
By-laws to the contrary,  no business shall be brought before or conducted at an
annual  meeting  except in accordance  with the provisions of this Section 6(b).
The officer of the Corporation or other person presiding over the annual meeting
shall,  if the facts so  warrant,  determine  and  declare to the  meeting  that
business  was not properly  brought  before the meeting in  accordance  with the
provisions  of this  Section  6(b) and, if he should so  determine,  he shall so
declare to the meeting and any such  business so  determined  to be not properly
brought before the meeting shall not be transacted.

            At any special meeting of the stockholders, only such business shall
be  conducted  as shall  have  been  brought  before  the  meeting  by or at the
direction of the Board of Directors.

            (c) Only persons who are nominated in accordance with the procedures
set  forth in these  By-laws  shall  be  eligible  for  election  as  directors.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at a meeting of  stockholders  at which  directors are to be elected
only  (i) by or at the  direction  of the  Board  of  Directors  or  (ii) by any
stockholder of the Corporation entitled to vote for the election of directors at
the meeting who complies  with the notice  procedures  set forth in this Section
6(c).  Such  nominations,  other than those made by or at the  direction  of the
Board of  Directors,  shall be made by timely notice in writing to the Secretary
of the Corporation.  To be timely, a stockholder's  notice shall be delivered or
mailed to and received at the principal executive offices of the Corporation not
less than ninety (90) days prior to the date of the meeting; provided,  however,
that in the event that less than 100 days'  notice of the date of the meeting is
first given or made to stockholders,  by public  announcement or mail, notice by
the  stockholder  to be timely must be so  received  not later than the close of
business on the 10th day  following  the day on which such notice of the date of
the meeting was mailed or public announcement was first made. Such stockholder's
notice shall set forth (i) as to each person whom such  stockholder  proposes to
nominate for election or re-election as a director,  all information relating to
such person that is required to be  disclosed  in  solicitations  of proxies for
election  of  directors,  or is  otherwise  required,  in each case  pursuant to
Regulation 14A under the Securities  Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as

                                      3

<PAGE>



a director if elected);  and (ii) as to the stockholder  giving the notice:  (x)
the name  and  address,  as they  appear  on the  Corporation's  books,  of such
stockholder and (y) the class and number of shares of the Corporation's  capital
stock that are  beneficially  owned by such  stockholder.  At the request of the
Board of Directors,  any person nominated by the Board of Directors for election
as a director shall furnish to the Secretary of the Corporation that information
required to be set forth in a stockholder's  notice of nomination which pertains
to the  nominee.  No person  shall be eligible for election as a director of the
Corporation  unless  nominated in accordance with the provisions of this Section
6(c). The officer of the  Corporation  or other person  presiding at the meeting
shall,  if the facts so warrant,  determine  that a  nomination  was not made in
accordance with such provisions and, if he or she should so determine, he or she
shall  so  declare  to  the  meeting  and  the  defective  nomination  shall  be
disregarded.

Section 7.        PROXIES AND VOTING.

      At any meeting of the stockholders, every stockholder entitled to vote may
vote in  person  or by proxy  authorized  by an  instrument  in  writing  (or as
otherwise  permitted  under  applicable  law)  by the  stockholder  or his  duly
authorized  attorney-in-fact  filed in accordance with the procedure established
for the meeting. Proxies solicited on behalf of the management shall be voted as
directed by the stockholder or in the absence of such  direction,  as determined
by a majority of the Board of  Directors.  No proxy shall be valid after  eleven
months  from  the  date of its  execution  except  for a proxy  coupled  with an
interest.

      Each stockholder shall have one (1) vote for every share of stock entitled
to vote  which  is  registered  in his or her  name on the  record  date for the
meeting,   except  as  otherwise  provided  herein  or  in  the  Certificate  of
Incorporation of the Corporation or as required by law.

      All voting,  including on the election of directors  but  excepting  where
otherwise required by law, may be by a voice vote; provided,  however, that upon
demand therefore by a stockholder  entitled to vote or his or her proxy, a stock
vote shall be taken.  Every  stock vote shall be taken by ballot,  each of which
shall  state  the  name of the  stockholder  or  proxy  voting  and  such  other
information as may be required under the procedure  established for the meeting.
Every  vote  taken by ballot  shall be counted  by an  inspector  or  inspectors
appointed by the chairman of the meeting.

      All elections  shall be  determined by a plurality of the votes cast,  and
except  as  otherwise  required  by law or as  provided  in the  Certificate  of
Incorporation,  all other matters shall be determined by a majority of the votes
cast.

Section 8.        STOCK LIST.

      The officer who has charge of the stock transfer books of the  Corporation
shall prepare and make, in the time and manner required

                                      4

<PAGE>



by applicable law, a list of  stockholders  entitled to vote and shall make such
list  available  for such  purposes,  at such places,  at such times and to such
persons as required by  applicable  law. The stock  transfer  books shall be the
only  evidence as to the  identity of the  stockholders  entitled to examine the
stock  transfer  books  or to vote in  person  or by  proxy  at any  meeting  of
stockholders.

Section 9.        CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.

      Subject to the rights of the  holders of any class or series of  preferred
stock of the  Corporation,  any action  required or permitted to be taken by the
stockholders  of the  Corporation  must be effected  at a duly called  annual or
special  meeting of  stockholders  of the Corporation and may not be effected by
any consent in writing by such stockholders.

Section 10.       INSPECTORS OF ELECTION

      The Board of Directors  shall, in advance of any meeting of  stockholders,
appoint one or more persons as inspectors of election,  to act at the meeting or
any adjournment  thereof and make a written report  thereof,  in accordance with
applicable law.


                                  ARTICLE II

                              BOARD OF DIRECTORS

Section 1.        GENERAL POWERS, NUMBER AND TERM OF OFFICE.

      The business and affairs of the  Corporation  shall be managed by or under
the  direction of the Board of  Directors.  The number of directors  shall be as
provided for in the Certificate of  Incorporation.  The Board of Directors shall
annually  elect a Chairman of the Board and a President  from among its members,
and may  elect one or more  Vice  Chairmen.  The  Board  shall  designate,  when
present,  either the Chairman or Vice  Chairman of the Board or the President to
preside at its meetings.

      The  directors,  other than those who may be elected by the holders of any
class or series of  preferred  stock,  shall be divided into three  classes,  as
nearly equal in number as  reasonably  possible,  with the term of office of the
first  class  to  expire  at the  conclusion  of the  first  annual  meeting  of
stockholders, the term of office of the second class to expire at the conclusion
of the annual meeting of stockholders one year thereafter and the term of office
of the  third  class to  expire  at the  conclusion  of the  annual  meeting  of
stockholders two years  thereafter,  with each director to hold office until his
or her  successor  shall have been duly  elected and  qualified.  At each annual
meeting of  stockholders,  commencing with the first annual  meeting,  directors
elected to succeed  those  directors  whose terms  expire shall be elected for a
term of office to expire at the third succeeding

                                      5

<PAGE>



annual meeting of stockholders after their election,  with each director to hold
office until his or her successor shall have been duly elected and qualified.

      No person  75 years of age shall be  eligible  for  election,  reelection,
appointment, or reappointment to the Board of the Corporation. No Director shall
serve as such beyond the annual meeting of the Corporation in the year which the
Director becomes 75. A Director's term will be adjusted, if necessary, to expire
in the  year the  Director  turns  75.  This age  limitation  does not  apply to
Directors who have served on the Board of Directors of Ottawa  Savings Bank, FSB
since 1990 or to an Emeritus Director.


Section 2.        VACANCIES AND NEWLY CREATED DIRECTORSHIPS.

      Subject to the rights of the  holders of any class or series of  preferred
stock then outstanding,  newly created directorships resulting from any increase
in the authorized number of directors or any vacancies in the Board of Directors
resulting from death, resignation,  retirement,  disqualification,  removal from
office or other  cause may be filled  only by a majority  vote of the  directors
then in office,  though less than a quorum,  and  directors so chosen shall hold
office for a term expiring at the annual  meeting of  stockholders  at which the
term of office of the class to which they have been elected  expires,  and until
such  director's  successor  shall  have been duly  elected  and  qualified.  No
decrease  in the number of  authorized  directors  constituting  the Board shall
shorten the term of any incumbent director.

Section 3.        REGULAR MEETINGS.

      Regular  meetings of the Board of Directors shall be held at such place or
places,  on such  date or dates,  and at such  time or times as shall  have been
established  by the Board of Directors and  publicized  among all  directors.  A
notice of each regular meeting shall not be required.

Section 4.        SPECIAL MEETINGS.

      Special  meetings  of the Board of  Directors  may be called by  one-third
(1/3) of the directors  then in office  (rounded up to the nearest whole number)
or by the Chief Executive Officer and shall be held at such place, on such date,
and at such time as they or he or she shall fix. Notice of the place,  date, and
time of each such special  meeting shall be given to each director by whom it is
not waived by  mailing  written  notice  not less than five (5) days  before the
meeting or by telegraphing or telexing or by facsimile  transmission of the same
not less than  twenty-four  (24) hours  before  the  meeting.  Unless  otherwise
indicated in the notice  thereof,  any and all business may be  transacted  at a
special meeting.




                                      6

<PAGE>



Section 5.        QUORUM.

      At any meeting of the Board of  Directors,  a majority  of the  authorized
number of directors then  constituting  the Board shall  constitute a quorum for
all purposes.  If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further
notice or waiver thereof.

Section 6.        PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.

      Members  of the  Board of  Directors,  or of any  committee  thereof,  may
participate  in a meeting  of such  Board or  committee  by means of  conference
telephone  or similar  communications  equipment  by means of which all  persons
participating  in the meeting can hear each other and such  participation  shall
constitute presence in person at such meeting.

Section 7.        CONDUCT OF BUSINESS.

      At any meeting of the Board of Directors,  business shall be transacted in
such  order and  manner as the  Board may from time to time  determine,  and all
matters shall be determined by the vote of a majority of the directors  present,
except as otherwise  provided  herein or required by law. Action may be taken by
the Board of Directors  without a meeting if all members thereof consent thereto
in  writing,  and the  writing  or  writings  are  filed  with  the  minutes  of
proceedings of the Board of Directors.

Section 8.        POWERS.

      The Board of Directors may, except as otherwise  required by law, exercise
all such powers and do all such acts and things as may be  exercised  or done by
the  Corporation,  including,  without limiting the generality of the foregoing,
the unqualified power:

            (1) To declare dividends from time to time in accordance with law;

            (2) To  purchase  or  otherwise  acquire  any  property,  rights  or
privileges on such terms as it shall determine;

            (3) To authorize the creation,  making and issuance, in such form as
it  may  determine,   of  written  obligations  of  every  kind,  negotiable  or
non-negotiable,  secured  or  unsecured,  and  to do  all  things  necessary  in
connection therewith;

            (4) To remove any officer of the Corporation  with or without cause,
and from time to time to devolve the powers and duties of any  officer  upon any
other person for the time being;

            (5) To  confer  upon any  officer  of the  Corporation  the power to
appoint, remove and suspend subordinate officers, employees and agents;


                                      7

<PAGE>



            (6) To adopt from time to time such stock,  option,  stock purchase,
bonus or other compensation plans for directors,  officers, employees and agents
of the Corporation and its subsidiaries as it may determine;

            (7) To adopt from time to time such insurance, retirement, and other
benefit plans for directors,  officers,  employees and agents of the Corporation
and its subsidiaries as it may determine; and,

            (8) To adopt from time to time  regulations,  not inconsistent  with
these By-laws, for the management of the Corporation's business and affairs.

Section 9.        COMPENSATION OF DIRECTORS.

      Directors,  as such,  may receive,  pursuant to resolution of the Board of
Directors,  fixed fees and other  compensation  for their services as directors,
including,  without  limitation,  their services as members of committees of the
Board of Directors.

Section 10.       QUALIFICATIONS OF DIRECTORS.

      Any member of the Board of Directors  shall,  in order to qualify to stand
for  election or to continue to serve as a  director,  be  domiciled  in, have a
principal  residence in or have his or her primary place of business  located in
any county in which the Corporation or any of its subsidiaries has an office.


                                  ARTICLE III

                                  COMMITTEES

Section 1.        COMMITTEES OF THE BOARD OF DIRECTORS.

      The Board of Directors, by a vote of a majority of the Board of Directors,
may from time to time  designate  committees  of the Board,  with such  lawfully
delegable powers and duties as it thereby  confers,  to serve at the pleasure of
the Board and shall,  for those  committees and any others  provided for herein,
elect a director or directors to serve as the member or members, designating, if
it desires,  other directors as alternate  members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so designated
may  exercise  the power and  authority  of the Board of  Directors to declare a
dividend,  to  authorize  the  issuance  of stock or to adopt a  certificate  of
ownership and merger pursuant to Section 253 of the Delaware General Corporation
Law  if  the  resolution  which  designated  the  committee  or  a  supplemental
resolution  of the  Board of  Directors  shall so  provide.  In the  absence  or
disqualification  of any member of any committee and any alternate member in his
or her place, the member or members of the committee  present at the meeting and
not  disqualified  from  voting,  whether or not he or she or they  constitute a
quorum, may by

                                      8

<PAGE>



unanimous  vote appoint  another  member of the Board of Directors to act at the
meeting in the place of the absent or disqualified member.

Section 2.        CONDUCT OF BUSINESS.

      Each  committee  may  determine  the  procedural  rules  for  meeting  and
conducting  its  business  and  shall  act in  accordance  therewith,  except as
otherwise  provided herein or required by law. Adequate  provision shall be made
for notice to members of all  meetings;  one-third  (1/3) of the  members  shall
constitute a quorum  unless the  committee  shall  consist of one (1) or two (2)
members,  in which  event one (1)  member  shall  constitute  a quorum;  and all
matters shall be determined  by a majority vote of the members  present.  Action
may be taken by any committee  without a meeting if all members  thereof consent
thereto in writing,  and the  writing or writings  are filed with the minutes of
the proceedings of such committee.

Section 3.        NOMINATING COMMITTEE.

      The Board of Directors  may appoint a  Nominating  Committee of the Board,
consisting  of not less than three (3) members,  one of which shall be the Chief
Executive  Officer if, and only so long as, the Chief Executive  Officer remains
in office as a member of the Board of Directors.  The Nominating Committee shall
have  authority  (a) to review  any  nominations  for  election  to the Board of
Directors made by a stockholder of the Corporation  pursuant to Section 6(c)(ii)
of Article I of these By-laws in order to determine  compliance with such By-law
and (b) to  recommend  to the Whole Board  nominees for election to the Board of
Directors to replace those directors whose terms expire at the annual meeting of
stockholders next ensuing.


                                  ARTICLE IV

                                   OFFICERS

Section 1.        GENERALLY.

            (a) The Board of Directors as soon as may be  practicable  after the
annual  meeting of  stockholders  shall  choose a President,  a Chief  Executive
Officer (if not the  President),  a Secretary  and a Treasurer  and from time to
time may choose such other officers as it may deem proper.  The Chief  Executive
Officer shall be chosen from among the  directors.  Any number of offices may be
held by the same person.

            (b) The term of  office  of all  officers  shall  be until  the next
annual  election of officers and until their  respective  successors are chosen,
but any officer may be removed from office at any time by the  affirmative  vote
of a majority of the authorized  number of directors then constituting the Board
of Directors.

                                      9

<PAGE>



            (c) All officers  chosen by the Board of  Directors  shall each have
such powers and duties as generally pertain to their respective offices, subject
to the specific  provisions  of this Article IV. Such  officers  shall also have
such  powers  and duties as from time to time may be  conferred  by the Board of
Directors or by any committee thereof.

Section 2.        VICE CHAIRMAN OF THE BOARD.

      A Vice  Chairman of the Board shall be the Chief  Executive  Officer  and,
subject to the control of the Board of Directors,  shall have general power over
the  management  and  oversight  of  the  administration  and  operation  of the
Corporation's  business and general  supervisory  power and  authority  over its
policies and affairs.  He shall see that all orders and resolutions of the Board
of Directors and of any committee thereof are carried into effect.

      Each meeting of the  stockholders  and of the Board of Directors  shall be
presided  over by such officer as has been  designated by the Board of Directors
or, in his absence, by such officer or other person as is chosen at the meeting.
The Secretary or, in his absence, the General Counsel of the Corporation or such
officer as has been  designated  by the Board of  Directors  or, in his absence,
such officer or other person as is chosen by the person presiding,  shall act as
secretary of each such meeting.

Section 3.        PRESIDENT.

      The  President  shall be the Chief  Operating  Officer  and subject to the
control of the Board of Directors,  shall have all powers and perform all duties
as are commonly incident of the office of chief operating officer and shall have
such other  powers and perform such other duties as from time may be assigned or
delegated to him by the Board of Directors or a Vice Chairman of the Board.  The
President shall,  unless otherwise provided in these By-laws or by resolution of
the Board of Directors,  perform the duties and exercise the powers of the Chief
Executive  Officer in the event such office shall remain  vacant or in the event
of the Chief Executive Officer's absence or disability.


Section 4.        VICE PRESIDENT.

      The Vice President or Vice Presidents, if any, shall perform the duties of
the President in his absence or during his  disability to act. In addition,  the
Vice  Presidents  shall  perform  the duties  and  exercise  the powers  usually
incident to their respective  offices and/or such other duties and powers as may
be properly  assigned to them from time to time by the Board of  Directors,  the
Chairman or Vice Chairman of the Board or the President.


                                      10

<PAGE>



Section 5.        SECRETARY.

      The Secretary or an Assistant  Secretary  shall issue notices of meetings,
shall keep their minutes, shall have charge of the seal and the corporate books,
shall  perform such other  duties and exercise  such other powers as are usually
incident to such  offices  and/or such other  duties and powers as are  properly
assigned thereto by the Board of Directors, the Chairman or Vice Chairman of the
Board or the President.

Section 6.        TREASURER.

      The  Treasurer  shall  have  charge of all monies  and  securities  of the
Corporation, other than monies and securities of any division of the Corporation
which has a treasurer or financial  officer appointed by the Board of Directors,
and shall keep regular books of account.  The funds of the Corporation  shall be
deposited in the name of the  Corporation  by the  Treasurer  with such banks or
trust  companies or other  entities as the Board of Directors  from time to time
shall  designate.  He shall sign or countersign  such instruments as require his
signature, shall perform all such duties and have all such powers as are usually
incident to such  office  and/or  such other  duties and powers as are  properly
assigned to him by the Board of Directors,  the Chairman or Vice Chairman of the
Board  or the  President,  and may be  required  to give  bond,  payable  by the
Corporation,  for the  faithful  performance  of his duties in such sum and with
such surety as may be required by the Board of Directors.

Section 7.        ASSISTANT SECRETARIES AND OTHER OFFICERS.

      The Board of Directors may appoint one or more assistant  secretaries  and
one or  more  assistants  to  the  Treasurer,  or one  appointee  to  both  such
positions,  which  officers shall have such powers and shall perform such duties
as are  provided  in these  Bylaws or as may be assigned to them by the Board of
Directors, the Chairman or Vice Chairman of the Board or the President.

Section 8.        ACTION WITH RESPECT TO SECURITIES OF OTHER
                  CORPORATIONS

      Unless otherwise  directed by the Board of Directors,  the Chief Executive
Officer or any  officer of the  Corporation  authorized  by the Chief  Executive
Officer shall have power to vote and otherwise act on behalf of the Corporation,
in person or by proxy,  at any meeting of stockholders of or with respect to any
action of  stockholders of any other  corporation in which this  Corporation may
hold  securities  and  otherwise to exercise any and all rights and powers which
this  Corporation  may possess by reason of its  ownership of securities in such
other Corporation.



                                      11

<PAGE>



                                   ARTICLE V

                                     STOCK

Section 1.        CERTIFICATES OF STOCK.

      Each stockholder  shall be entitled to a certificate  signed by, or in the
name of the Corporation by, the Chief Executive  Officer,  the President (if not
the Chief  Executive  Officer) or a Vice  President,  and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer,  certifying the
number  of  shares  owned  by him or her.  Any or all of the  signatures  on the
certificate may be by facsimile.

Section 2.        TRANSFERS OF STOCK.

      Transfers  of stock  shall be made  only  upon the  transfer  books of the
Corporation  kept  at  an  office  of  the  Corporation  or by  transfer  agents
designated to transfer  shares of the stock of the  Corporation.  Except where a
certificate  is  issued  in  accordance  with  Section  4 of  Article V of these
By-laws,  an outstanding  certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefore.

Section 3.        RECORD DATE.

      In order that the Corporation may determine the  stockholders  entitled to
notice of or to vote at any meeting of  stockholders,  or to receive  payment of
any dividend or other distribution or allotment of any rights or to exercise any
rights in respect of any  change,  conversion  or  exchange  of stock or for the
purpose of any other  lawful  action,  the Board of  Directors  may fix a record
date,  which  record  date shall not  precede  the date on which the  resolution
fixing the record date is adopted  and which  record date shall not be more than
sixty  (60)  nor less  than ten (10)  days  before  the date of any  meeting  of
stockholders,  nor more than  sixty  (60) days  prior to the time for such other
action as hereinbefore described;  provided,  however, that if no record date is
fixed by the Board of Directors,  the record date for  determining  stockholders
entitled  to notice of or to vote at a meeting of  stockholders  shall be at the
close of business on the day next preceding the day on which notice is given or,
if notice is waived,  at the close of business on the day next preceding the day
on which the meeting is held,  and,  for  determining  stockholders  entitled to
receive payment of any dividend or other  distribution or allotment of rights or
to  exercise  any rights of change,  conversion  or exchange of stock or for any
other  purpose,  the record date shall be at the close of business on the day on
which the Board of Directors adopts a resolution relating thereto.


                                      12

<PAGE>



      A determination of stockholders of record entitled to notice of or to vote
at a meeting of  stockholders  shall apply to any  adjournment  of the  meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

Section 4.        LOST, STOLEN OR DESTROYED CERTIFICATES.

      In the event of the  loss,  theft or  destruction  of any  certificate  of
stock,  another may be issued in its place  pursuant to such  regulations as the
Board  of  Directors  may  establish  concerning  proof of such  loss,  theft or
destruction  and  concerning  the  giving  of a  satisfactory  bond or  bonds of
indemnity.

Section 5.        REGULATIONS.

      The issue, transfer,  conversion and registration of certificates of stock
shall be  governed  by such  other  regulations  as the Board of  Directors  may
establish.


                                  ARTICLE VI

                                    NOTICES

Section 1.        NOTICES.

      Except as otherwise  specifically  provided herein or required by law, all
notices required to be given to any stockholder,  director, officer, employee or
agent shall be in writing and may in every instance be effectively given by hand
delivery  to the  recipient  thereof,  by  depositing  such  notice in the mail,
postage  paid,  by sending  such  notice by prepaid  telegram  or mailgram or by
sending such notice by facsimile machine or other electronic  transmission.  Any
such notice shall be addressed to such stockholder,  director, officer, employee
or agent at his or her last known  address  as the same  appears on the books of
the Corporation.  The time when such notice is received,  if hand delivered,  or
dispatched,  if  delivered  through  the mail,  by  telegram  or  mailgram or by
facsimile  machine or other  electronic  transmission,  shall be the time of the
giving of the notice.

Section 2.        WAIVERS.

      A  written  waiver  of any  notice,  signed  by a  stockholder,  director,
officer,  employee or agent,  whether  before or after the time of the event for
which notice is to be given,  shall be deemed  equivalent to the notice required
to be given to such stockholder,  director,  officer, employee or agent. Neither
the business nor the purpose of any meeting need be specified in such a waiver.



                                      13

<PAGE>



                                  ARTICLE VII

                                 MISCELLANEOUS

Section 1.        FACSIMILE SIGNATURES.

      In addition to the  provisions for use of facsimile  signatures  elsewhere
specifically authorized in these By-laws, facsimile signatures of any officer or
officers of the  Corporation may be used whenever and as authorized by the Board
of Directors or a committee thereof.

Section 2.        CORPORATE SEAL.

      The Board of Directors may provide a suitable seal, containing the name of
the Corporation, which seal shall be in the charge of the Secretary. If and when
so directed by the Board of Directors or a committee thereof,  duplicates of the
seal may be kept and  used by the  Treasurer  or by an  Assistant  Secretary  or
Assistant Treasurer.

Section 3.        RELIANCE UPON BOOKS, REPORTS AND RECORDS.

      Each  director,  each member of any  committee  designated by the Board of
Directors,  and each officer of the Corporation shall, in the performance of his
or her  duties,  be fully  protected  in relying in good faith upon the books of
account or other records of the Corporation and upon such information, opinions,
reports or  statements  presented to the  Corporation  by any of its officers or
employees,  or  committees  of the Board of Directors so  designated,  or by any
other person as to matters  which such director or committee  member  reasonably
believes are within such other person's  professional  or expert  competence and
who has been selected with reasonable care by or on behalf of the Corporation.

Section 4.        FISCAL YEAR.

      The  fiscal  year of the  Corporation  shall be as  fixed by the  Board of
Directors.

Section 5.        TIME PERIODS.

      In applying any provision of these  By-laws which  requires that an act be
done or not be done a specified  number of days prior to an event or that an act
be done  during  a period  of a  specified  number  of days  prior to an  event,
calendar  days shall be used,  the day of the doing of the act shall be excluded
and the day of the event shall be included.



                                      14

<PAGE>


                                 ARTICLE VIII

                                  AMENDMENTS

      The  By-laws of the  Corporation  may be  adopted,  amended or repealed as
provided  in  Article  SEVENTH  of  the  Certificate  of  Incorporation  of  the
Corporation.



















                                      15