EXHIBIT 3.2
                                                                    -----------

                                     BY-LAWS
                                       OF
                      NORTHERN STATES FINANCIAL CORPORATION
                     AS AMENDED AND RESTATED APRIL 20, 2004


                                    ARTICLE I
                                    ---------

                                     OFFICES

         SECTION 1.1. REGISTERED OFFICE. - The registered office shall be
established and maintained at the office of United States Corporation Company,
in the City of Dover, in the County of Kent, in the State of Delaware, and said
United States Corporation Company shall be the registered agent of this
corporation in charge thereof.

         SECTION 1.2. OTHER OFFICES. - The corporation may have other offices,
either within or outside of the State of Delaware, at such place or places as
the Board of Directors may from time to time appoint or the business of the
corporation may require.


                                   ARTICLE II
                                   ----------

                          MEETINGS OF THE STOCKHOLDERS

         SECTION 2.1. PLACE OF MEETINGS. - All meetings of the stockholders for
the election of directors shall be held in Waukegan, Illinois, at such place as
may be fixed from time to time by the Board of Directors, or at such other place
either within or without the State of Delaware as shall be fixed from time to
time by the Board of Directors and stated in the notice of the meeting. Meetings
of stockholders for any other purpose may be held at such time or place, within
or without the State of Delaware, as shall be stated in the notice of the
meeting or in a duly executed waiver of notice thereof.

         SECTION 2.2. ANNUAL MEETING OF STOCKHOLDERS. - The annual meeting of
stockholders for the election of directors and for such other business as may be
stated in the notice of the meeting shall be held, in each year, at 11:00 A.M.,
local time, on the second Thursday in December, or at such other date and time
as shall be designated from time to time by the Board of Directors and stated in
the notice of the meeting.

         If the date of the meeting shall fall upon a legal holiday, the meeting
shall be held at the next succeeding business day.

         At each annual meeting the stockholders entitled to vote shall elect a
Board of Directors and they may transact such other corporate business as shall
be stated in the notice of the meeting.

         SECTION 2.3. OTHER MEETINGS. - Meetings of stockholders for any purpose
other than the election of directors may be held at such time and place, within
or without the State of Delaware, as shall be stated in the notice of the
meeting.

         SECTION 2.4. VOTING. - Each stockholder entitled to vote in accordance
with the terms of the Certificate of Incorporation and in accordance with the
provisions of these By-Laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such stockholder, but no
proxy shall be voted after three years from its date unless such proxy provides
for a longer period. The Board of

                                       1
<PAGE>

Directors in its discretion may require that the vote for directors and the vote
upon any question before the meeting shall be by ballot.

         SECTION 2.5. LIST OF STOCKHOLDERS. - The officer who has charge of the
stock ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         SECTION 2.6. QUORUM. - The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of stockholders, the stockholders entitled to vote
thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         SECTION 2.7. SPECIAL MEETINGS. - Special meetings of the stockholders
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Board of Directors, the
Chairman of the Board of Directors, the President, or the Secretary, and shall
be called upon a request in writing therefor stating the purpose or purposes
thereof signed by a majority of the Board of Directors or by the holders of the
majority of the capital stock of the corporation issued and outstanding and
entitled to vote thereat.

         SECTION 2.8. NOTICE OF MEETINGS. - Written notice, stating the place,
date and time of the meeting, and the general nature of the business to be
considered, shall be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the corporation, not less than ten nor
more than fifty days before the date of the meeting.

         SECTION 2.9. ACTION WITHOUT MEETING. - Any action required by the
General Corporation Law of the State of Delaware to be taken at any annual or
special meeting of the stockholders, or any action which may be taken at any
annual or special meeting of the stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                   ARTICLE III
                                   -----------

                                    DIRECTORS

         SECTION 3.1. NUMBER AND TERM. - The number of Directors constituting
the Board of Directors shall consist of not less than seven (7) nor more than
fifteen (15) directors, the precise number to be determined from time to time by
resolution of the Board of Directors. Except as provided in Section 3.2

                                       2
<PAGE>

hereof, the directors shall be elected at the annual meeting of stockholders,
and each director shall be elected to serve until his successor is elected and
qualified. Directors need not be stockholders.


         SECTION 3.2. VACANCIES. - Vacancies (including those created by any
increase in the authorized number of directors) may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and any director so chosen shall hold office until the next annual
election or until his successor is elected and qualified. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute.

         SECTION 3.3. RESIGNATIONS. - Any director, member of a committee or
other officer may resign at any time. Such resignation shall be made in writing,
and shall take effect at the time specified therein, and if no time be
specified, at the time of its receipt by the Chairman of the Board of Directors,
President or Secretary. The acceptance of a resignation shall not be necessary
to make it effective.

         SECTION 3.4. REMOVAL. - Any director or directors may be removed either
for or without cause at any time by the affirmative vote of the holders of a
majority of all the shares of stock outstanding and entitled to vote at a
special meeting of the stockholders called for the purpose.

         SECTION 3.5. POWERS. - The Board of Directors shall exercise all of the
powers of the corporation except such as are by law, or by the Certificate of
Incorporation of the corporation or by these By-Laws conferred upon or reserved
to the stockholders.

         SECTION 3.6. COMMITTEES. - The Board of Directors may, by resolution
passed by a majority of the whole board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of any member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board of Directors, shall have and may
exercise all the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation, and may authorize the
seal of the corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution,
or amending the By-Laws of the Corporation; and, unless the resolution expressly
so provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.

         SECTION 3.7. MEETINGS. - The Board of Directors of the corporation may
hold meetings, both regular and special, either within or without the State of
Delaware.

         The first meeting of each newly elected Board of Directors for the
purpose of organization and the transaction of any business which may come
before the meeting may be held immediately after the annual meeting of the
stockholders, if a quorum be present, and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting. In the event such meeting is not held immediately after the annual
meeting of the stockholders, the meeting may be held at such time and place as
shall be specified in a notice given as hereinafter provided for special
meetings of the Board of Directors, or as shall be specified in a written waiver
signed by all of the directors.

         Regular meetings of the directors may be held without notice at such
places and times as shall be determined from time to time by resolution of the
directors.

                                       3
<PAGE>

         Special meetings of the board may be called by the Chairman of the
Board of Directors, the President or the Secretary on at least two days' notice
to each director, either personally or by mail or by telegram, and shall be
called by the President or by the Secretary in like manner and on like notice on
the written request of any one director.

         Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

         SECTION 3.8. QUORUM. - 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 as may be otherwise specifically provided by
statute, by the Certificate of Incorporation or by these By-Laws. If at any
meeting of the Board there shall be less than a quorum present, a majority of
those present may adjourn the meeting from time to time until a quorum is
obtained, and no further notice thereof need be given other than by announcement
at the meeting which shall be so adjourned.

         SECTION 3.9. COMPENSATION. - 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 3.10. ACTION WITHOUT MEETING. - Any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the board or
of such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the board or
committee.

         SECTION 3.11. MEETINGS BY CONFERENCE TELEPHONE. - Members of the Board
of Directors or any committee designated by such board, may participate in a
meeting of such board or committee by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in such meeting shall constitute
presence in person at such meeting.


                                   ARTICLE IV
                                   ----------

                                    OFFICERS

         SECTION 4.1. OFFICERS. - The officers of the corporation shall be
chosen by the Board of Directors and shall be a Chairman of the Board of
Directors, a President, a Secretary and a Treasurer. In addition, the Board of
Directors may elect such Vice Presidents, Assistant Secretaries and Assistant
Treasurers as the Board of Directors may deem proper. The Officers shall be
elected at the first meeting of the Board of Directors after each annual
meeting. None of the Officers of the corporation need be directors, except the
Chairman of the Board of Directors. Any number of offices may be held by the
same person.

         SECTION 4.2. OTHER OFFICERS AND AGENTS. - The Board of Directors may
appoint such other officers and agents as it may deem advisable, 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 of Directors.

         SECTION 4.3. SALARIES. - The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors.

                                       4
<PAGE>

         SECTION 4.4 TENURE AND REMOVAL. - The officers of the corporation shall
hold office until their successors are chosen and qualified. Any officer elected
by the Board of Directors may be removed at any time by the affirmative vote of
a majority of the Board of Directors in office. Any vacancy occurring in any
office of the corporation shall be filled by the Board of Directors.

         SECTION 4.5. CHAIRMAN OF THE BOARD. - The Chairman of the Board of
Directors shall preside at all meetings of the stockholders and Board of
Directors. The Chairman shall be the chief executive officer of the corporation
and shall have the general powers and duties of supervision and management
usually vested in the chief executive officer of a corporation. Except as the
Board of Directors shall authorize the execution thereof in some other manner,
he shall execute bonds, mortgages and other contracts on behalf of the
corporation, and shall cause the seal to be affixed to any instrument requiring
it and, when so affixed, the seal shall be attested by the signature of the
Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

         SECTION 4.6. PRESIDENT. - The President shall participate in the
supervision and management of the policies and operations of the corporation and
shall have such other duties as are vested in him by law or assigned to him by
the Board of Directors or the Chairman of the Board of Directors. In the absence
of the Chairman or in the event of the Chairman's inability or refusal to act,
the President shall assume and perform the duties of the Chairman of the Board
of Directors.

         SECTION 4.7. VICE PRESIDENTS. - In the absence of the President or in
the event of his inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice Presidents in the order
designated, 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. Each Vice President shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.

         SECTION 4.8. TREASURER. - The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate account of
receipts and disbursements in books belonging to the corporation. He shall
deposit all moneys and other valuables in the name and to the credit of the
corporation in such depositary as may be designated by the Board of Directors.

         The Treasurer shall disburse the funds of the corporation as may be
ordered by the Board of Directors or the Chairman of the Board of Directors,
taking proper vouchers for such disbursements. He shall render to the Chairman
of the Board of Directors and to the Board of Directors at the regular meetings
of the Board of Directors, or whenever they may request 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 for
the faithful discharge of his duties in such amount and with such surety as the
board shall prescribe.

         SECTION 4.9. ASSISTANT TREASURER. - The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors (or if there be no such determination, then in the
order of their election), shall, in the absence of the Treasurer or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the Treasurer and shall perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.

         SECTION 4.10. SECRETARY. - The Secretary shall give, or cause to be
given, notice of all meetings of stockholders and directors, and all other
notices required by law or by these By-Laws, and in case of his absence or
refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the President, or by the directors, or stockholders, upon
whose requisition the meeting is called as provided in these By-Laws. He shall
record all the proceedings of the meetings of the corporation and of the
directors in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him by the directors or the President. He shall
have the custody of the seal of the corporation and shall affix the same to all
instruments requiring it, when authorized by the directors or the President, and
attest the same.

                                       5
<PAGE>

         SECTION 4.11. ASSISTANT SECRETARY. - The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors (or if there be no such determination, then in the order of
their election), shall, in the absence of the Secretary or in the event of his
inability or refusal to act, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.


                                    ARTICLE V
                                    ---------

                    PROVISIONS REGARDING STOCK OF CORPORATION

         SECTION 5.1. CERTIFICATES OF STOCK. - Every holder of stock in the
corporation shall be entitled to have a certificate, signed by, or in the name
of the corporation by, the Chairman of the Board of Directors or the President
or a Vice President, and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the corporation, certifying the number or
shares owned by him in the corporation. Where a certificate is countersigned (1)
by a transfer agent other than the corporation or its employee, or (2) by a
registrar other than the corporation or its employee, any other signature on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon a certificate
shall have ceased to be such officer, transfer agent or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent or registrar at the date of issue.

         SECTION 5.2. LOST CERTIFICATES. - A new certificate of stock may be
issued in the place of any certificate theretofore issued by the corporation,
alleged to have been lost or destroyed, and the directors may, in their
discretion, require the owner of the lost or destroyed certificate, or his legal
representatives, to give the corporation a bond, in such sum as they may direct,
to indemnify the corporation against any claim that may be made against it on
account of the alleged loss of any such certificate, or the issuance of any such
new certificate.

         SECTION 5.3. TRANSFER OF SHARES. - The shares of stock of the
corporation shall be transferable only upon its books by the holders thereof in
person or by their duly authorized attorneys or legal representatives, and upon
such transfer the old certificates shall be surrendered to the corporation by
the delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such other person as the directors may designate, by whom they
shall be canceled, and new certificates shall thereupon be issued. A record
shall be made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the entry
of the transfer, if when the certificates are presented for transfer both the
transferor and the transferee request the corporation to do so.

         SECTION 5.4. STOCKHOLDERS RECORD DATE. - In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment or any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance a record date, which shall not be more than sixty nor less than ten days
before the date of such meeting, nor more than sixty days prior to any other
action.

         If no record date is fixed:

(1)            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.

                                       6
<PAGE>

(2)            The record date for determining stockholders entitled to express
               consent to corporate action in writing without a meeting, when no
               prior action by the Board of Directors is necessary, shall be the
               day on which the first written consent is expressed.

(3)            The record date for determining stockholders for any other
               purpose shall be at the close of business on the day on which the
               Board of Directors adopts the resolution relating thereto.

         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. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.

         SECTION 5.5. REGISTERED STOCKHOLDERS. - The corporation shall be
entitled to treat the record holder of any shares of stock of the corporation as
the owner thereof for all purposes, including all rights deriving from such
shares, and shall not be bound to recognize any equitable or other claim to, or
interest in, such shares or rights deriving from such shares, on the part of any
other person, including, but without limiting the generality thereof, a
purchaser, assignee or transferee of such shares or rights deriving from such
shares, unless and until such purchaser, assignee, transferee or other person
becomes the record holder of such shares, whether or not the corporation shall
have either actual or constructive notice of the interest of such purchaser,
assignee, transferee or other person. Any such purchaser, assignee, transferee
or other person shall not be entitled to receive notice of the meetings of
stockholders; to vote at such meetings; to examine a complete list of the
stockholders entitled to vote at meetings; or to own, enjoy, and exercise any
other property or rights deriving from such shares against the corporation,
until such purchaser, assignee, transferee or other person has become the record
holder of such shares.

         SECTION 5.6. DIVIDENDS. - Subject to the provisions of the Certificate
of Incorporation, the Board of Directors may, out of funds legally available
therefor at any regular or special meeting, declare dividends upon the capital
stock of the corporation as and when they deem expedient. Before declaring any
dividend there may be set apart out of any funds of the corporation available
for dividends, such sum or sums as the directors from time to time in their
discretion deem proper for working capital or as a reserve fund to meet
contingencies or for equalizing dividends or for such other purposes as the
directors shall deem conducive to the interests of the corporation.

                                   ARTICLE VI
                                   ----------

                                 INDEMNIFICATION

         SECTION 6.1. - To the extent permitted by Delaware law from time to
time in effect and subject to the provisions of Section 6.4 of this Article, the
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that such
person is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the agent of the corporation, or is or was
serving at the request of the corporation as director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceedings by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

                                       7
<PAGE>

         SECTION 6.2. - To the extent permitted by Delaware law from time to
time in effect and subject to the provisions of Section 6.4 of this Article, the
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

         SECTION 6.3. - To the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 6.1 and 6.2,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

         SECTION 6.4. - Any indemnification permitted under Sections 6.1 and 6.2
of this Article (unless ordered by a court) shall be made by the Board of
Directors of the corporation only upon a determination in the specific case that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
said Sections 6.1 and 6.2. Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such quorum is not
obtainable, or, even if obtainable and a quorum of disinterested directors so
directs, by independent legal counsel (compensated by the corporation) in a
written opinion, or (3) by the stockholders.

         SECTION 6.5. - Expenses incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding, or threat thereof,
may be paid by the corporation in advance of the final disposition of such
action, suit or proceeding as authorized by the Board of Directors, whether a
disinterested quorum exists or not, upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount unless
it shall ultimately be determined that he is entitled to be indemnified by the
corporation as authorized in this Article.

         SECTION 6.6. - The indemnification permitted by this Article shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any agreement, vote of stockholders, disinterested directors, or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

         SECTION 6.7. - The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this Article or of the General
Corporation Law of the State of Delaware.

                                       8
<PAGE>

         SECTION 6.8. - For purposes of this Article references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees and
agents, so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

         SECTION 6.9. - For purposes of this Article, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this Article.


                                   ARTICLE VII
                                   -----------

                               GENERAL PROVISIONS

         SECTION 7.1. SEAL. - The Corporate seal shall be circular in form and
shall contain the name of the corporation and the words "CORPORATE SEAL
DELAWARE". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

         SECTION 7.2. FISCAL YEAR. - The fiscal year of the corporation shall be
designated by resolution of the Board of Directors.

         SECTION 7.3. CHECKS. - 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 be determined from time to time by
resolution of the Board of Directors.

         SECTION 7.4. NOTICE. - Whenever, under the provisions of the statutes
or of the Certificate of Incorporation or of these By-Laws, notice is required
to be given to any director or stockholder, it shall not be construed to mean
personal notice but such notice may be given in writing, by mail, addressed to
such director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         SECTION 7.5. WAIVER OF NOTICE. - Whenever any notice is required to be
given under the provisions of the statutes or of the Certificate of
Incorporation or of these By-Laws, a written waiver thereof, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person attends a meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders, directors or
members of a committee of directors need be specified in any written waiver of
notice.

                                       9
<PAGE>


                                  ARTICLE VIII
                                  ------------

                                   AMENDMENTS

         SECTION 8.1. BY-LAW AMENDMENTS. - Subject to the provisions of the
Certificate of Incorporation, these By-Laws may be altered, amended or repealed
or new By-Laws may be adopted by the stockholders or by the Board of Directors
at any regular meeting of the stockholders or of the Board of Directors or at
any special meeting of the stockholders or of the Board of Directors if notice
of such alteration, amendment, repeal or adoption of new By-Laws be contained in
the notice of such special meeting.



Amendments adopted by the Board of Directors:

         November 8, 1987
         May 14, 1991
         April 20, 2004

                                       10