Exhibit 3(ii)

                          AMENDED AND RESTATED BY-LAWS
                                       OF
                                 MONROE BANCORP


                                    ARTICLE I
                                    ---------

         Section 1. Name. The name of the corporation is Monroe Bancorp
("Corporation").

         Section 2. Principal Office of the Resident Agent. The post-office
address of the principal office of the Corporation is 210 East Kirkwood Avenue,
Bloomington, Indiana 47401, and the name and post-office address of its Resident
Agent in charge of such office is David D. Baer, 210 East Kirkwood Avenue,
Bloomington, Indiana 47401.

         Section 3. Seal. The seal of the Corporation shall be circular in form
and mounted upon a metal die, suitable for impressing the same upon paper. About
the upper periphery of the seal shall appear the words "Monroe Bancorp" and
about the lower periphery thereof the word "Indiana". In the center of the seal
shall appear the word "Seal".

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

         The fiscal year of the Corporation shall begin each year on the first
day of January and end on the last day of December of the same year.

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

                                  Capital Stock
                                  -------------

         Section 1. Number of Shares and Classes of Capital Stock. The total
number of shares of capital stock which the Corporation shall have authority to
issue shall be as stated in the Articles of Incorporation.

         Section 2. Consideration for No Par Value Shares. The shares of stock
of the Corporation without par value shall be issued or sold in such manner and
for such amount of consideration as may be fixed from time to time by the Board
of Directors. Upon payment of the consideration fixed by the Board of Directors,
such shares of stock shall be fully paid and nonassessable.

         Section 3. Consideration for Treasury Shares. Treasury shares may be
disposed of by the Corporation for such consideration as may be determined from
time to time by the Board of Directors.

         Section 4. Payment for Shares. The consideration determined by the
Board of Directors to be required for the issuance of shares of capital stock of
the Corporation may consist of any tangible or intangible property or benefit to
the Corporation, including cash, promissory notes, services performed, contracts
for services to be performed, or other securities.

         If the Board of Directors authorizes the issuance of shares for
promissory notes or for promises to render services in the future, the
Corporation shall report in writing to the shareholders the number of shares
authorized to be so issued with or before the notice of the next shareholders
meeting.

         The Corporation may place in escrow shares issued for a contract for
future services or benefits or a promissory note, or make other arrangements to
restrict the transfer of the shares, and may credit distributions in respect of
the shares against their purchase price, until the services are performed, the
note is paid, or the benefits received. If the services are not performed, the
note is not paid, or the benefits are not received, the shares escrowed or
restricted and the distributions credited may be cancelled in whole or in part.


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<PAGE>

         When payment of the consideration for which a share was authorized to
be issued shall have been received by the Corporation, such share shall be
declared and taken to be fully paid and not liable to any further call or
assessment and the holder thereof shall not be liable for any further payments
thereon. In the absence of actual fraud in the transaction, the judgment of the
Board of Directors as to the value of such property, labor, or services received
as consideration, or the value placed by the Board of Directors upon the
corporate assets in the event of a share dividend, shall be conclusive.

         Section 5. Certificate for Shares. Each holder of capital stock of the
Corporation shall be entitled to a stock certificate, signed by the President or
a Vice President and the Secretary or any Assistant Secretary of the
Corporation, stating the name of the registered holder, the number of shares
represented by such certificate, the par value of each share of stock or that
such shares of stock are without par value, and that such shares are fully paid
and nonassessable. If such shares are not fully paid, the certificates shall be
legibly stamped to indicate the percent which has been paid, and as further
payments are made, the certificate shall be stamped accordingly.

         If the Corporation is authorized to issue shares of more than one
class, every certificate shall state the kind and class of shares represented
thereby, and the relative rights, interests, preferences and restrictions of
such class, or a summary thereof; provided, that such statement may be omitted
from the certificate if it shall be set forth upon the face or back of the
certificate that such statement, in full, will be furnished by the Corporation
to any shareholder upon written request and without charge.

         Section 6. Facsimile Signatures. If a certificate is countersigned by
the written signature of a transfer agent other than the Corporation or its
employee, the signatures of the officers of the Corporation may be facsimiles.
If a certificate is countersigned by the written signature of a registrar other
than the Corporation or its employee, the signatures of the transfer agent and
the officers of the Corporation may be facsimiles. 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 its issue.

         Section 7. Transfer of Shares. The shares of capital stock of the
Corporation shall be transferable only on the books of the Corporation upon
surrender of the certificate or certificates representing the same, properly
endorsed by the registered holder or by his duly authorized attorney or
accompanied by proper evidence of succession, assignment, or authority to
transfer.
         The Corporation may impose restrictions on the transfer or registration
of transfer of capital stock of the Corporation by means of the Articles of
Incorporation, these By-Laws, or by an agreement with shareholders. Shareholders
may agree between themselves to impose a restriction on the transfer or
registration of transfer of shares. A restriction which is authorized by the
Indiana Business Corporation Law (the "Act"), and which has its existence noted
conspicuously on the front or back of the Corporation's stock certificate, is
valid and enforceable against the holder or a transferee of the holder of the
Corporation's stock certificate. If noted on the certificate, the restriction is
enforceable against a person without knowledge of the restriction.

         Section 8. Cancellation. Every certificate surrendered to the
Corporation for exchange or transfer shall be cancelled, and no new certificate
or certificates shall be issued in exchange for any existing certificate until
such existing certificate shall have been so cancelled, except in cases provided
for in Section 10 of this Article III.

         Section 9. Transfer Agent and Registrar. The Board of Directors may
appoint a transfer agent and a registrar for each class of capital stock of the
Corporation and may require all certificates representing such shares to bear
the signature of such transfer agent and registrar. Shareholders shall be
responsible for notifying the transfer agent and registrar for the class of
stock held by such shareholder in writing of any changes in their addresses from
time to time, and failure so to do shall relieve the Corporation, its
shareholders, Directors, officers, transfer agent and registrar of liability for
failure to direct notices, dividends, or other documents or


                                       2
<PAGE>

property to an address other than the one appearing upon the records of the
transfer agent and registrar of the Corporation.

         Section 10. Lost, Stolen or Destroyed Certificates. The Corporation may
cause a new certificate or certificates to be issued in place of any certificate
or certificates theretofore issued by the Corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Corporation
may, in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost, stolen or destroyed certificate or certificates,
or his legal representative, to give the Corporation a bond in such sum and in
such form as it may direct to indemnify against any claim that may be made
against the Corporation with respect to the certificate alleged to have been
lost, stolen or destroyed or the issuance of such new certificate. The
Corporation, in its discretion, may authorize the issuance of such new
certificates without any bond when in its judgment it is proper to do so.

         Section 11. Registered Shareholders. The Corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of such shares to receive dividends, to vote as such owner, to hold liable
for calls and assessments, and to treat as owner in all other respects, and
shall not be bound to recognize any equitable or other claims to or interest in
such share or shares 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 Indiana.

         Section 12. Options to Officers and Employees. The issuance, including
the consideration, of rights or options to Directors, officers or employees of
the Corporation, and not to the shareholders generally, to purchase from the
Corporation shares of its capital stock shall be approved by the affirmative
vote of the holders of a majority of the shares entitled to vote thereon or
shall be authorized by and consistent with a plan approved by such a vote of the
shareholders. The price to be received for any shares having a par value, other
than treasury shares to be issued upon the exercise of such rights or options,
shall not be less than the par value thereof.

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

                            Meetings of Shareholders
                            ------------------------

         Section 1. Place of Meeting. Meetings of shareholders of the
Corporation shall be held at such place, within or without the State of Indiana,
as may from time to time be designated by the Board of Directors, or as may be
specified in the notices or waivers of notice of such meetings. A shareholder
may participate in a shareholders meeting by means of a conference telephone or
similar communications device by which all persons participating in the meeting
can communicate with each other, and participating by these means constitutes
presence in person at the meeting.

         Section 2. Annual Meeting. The annual meeting of shareholders for the
election of Directors, and for the transaction of such other business as may
properly come before the meeting, shall be held on the fourth Thursday of April
of each year, if such day is not a holiday, and if a holiday, then on the first
following day that is not a holiday, or in lieu of such day may be held on such
other day as the Board of Directors may set by resolution, but not later than
the end of the fifth month following the close of the fiscal year of the
Corporation. Failure to hold the annual meeting at the designated time shall not
work any forfeiture or a dissolution of the Corporation, and shall not affect
otherwise valid corporate acts.

         Section 3. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the Board of Directors or the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors, or at the request in writing of
shareholders holding of record not less than one-fourth of all the shares
outstanding and entitled by the Articles of Incorporation to vote on the
business for which the meeting is being called.


                                       3
<PAGE>

         Section 4. Notice of Meetings. A written or printed notice, stating the
place, day and hour of the meeting, and in case of a special meeting, or when
required by any other provision of the Act, or of the Articles of Incorporation,
as now or hereafter amended, or these By-Laws, the purpose or purposes for which
the meeting is called, shall be delivered or mailed by the Secretary, or by the
officers or persons calling the meeting, to each shareholder of record entitled
by the Articles of Incorporation, as now or hereafter amended, and by the Act to
vote at such meeting, at such address as appears upon the records of the
Corporation, at least ten (10) days and no more than sixty (60) days before the
date of the meeting. Notice of any such meeting may be waived in writing by any
shareholder, if the waiver sets forth in reasonable detail the purpose or
purposes for which the meeting is called, and the time and place thereof.
Attendance at any meeting in person, or by proxy, shall constitute a waiver of
(i) notice of such meeting unless the shareholder at the beginning of the
meeting objects to holding the meeting or to transacting business at the
meeting, and (ii) objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter when it is
presented. Each shareholder, who has in the manner above provided waived notice
of a shareholders' meeting, or who personally attends a shareholders' meeting,
or is represented thereat by a proxy authorized to appear by an instrument of
proxy, shall be conclusively presumed to have been given due notice of such
meeting. Notice of any adjourned meeting of stockholders shall not be required
to be given if the time and place thereof are announced at the meeting at which
the adjournment is taken, except as may be expressly required by law.

         Section 5. Addresses of Shareholders. The address of any shareholder
appearing upon the records of the Corporation shall be deemed to be the latest
address of such shareholder appearing on the records maintained by the Transfer
Agent for the class of stock held by such shareholder.

         Section 6. Voting at Meetings.

         (a) Quorum. The holders of record of a majority of the issued and
outstanding stock of the Corporation entitled to vote at such meeting, present
in person or by proxy, shall constitute a quorum at all meetings of stockholders
for the transaction of business, except where otherwise provided by law, the
Articles of Incorporation or these By-Laws. In the absence of a quorum, any
officer entitled to preside at, or act as secretary of, such meeting shall have
the power to adjourn the meeting from time to time until a quorum shall be
constituted. At any such adjourned meeting at which a quorum shall be present,
any business may be transacted which might have been transacted at the original
meeting, but only those stockholders entitled to vote at the original meeting
shall be entitled to vote at any adjournment or adjournments thereof unless a
new record date is fixed by the Board of Directors for the adjourned meeting.

         (b) Voting Rights. Except as otherwise provided by law or by the
provisions of the Articles of Incorporation, every shareholder shall have the
right at every shareholders' meeting to one vote for each share of stock having
voting power, registered in his name on the books of the Corporation on the date
for the determination of shareholders entitled to vote, on all matters coming
before the meeting including the election of Directors. At any meeting of the
shareholders, every shareholder having the right to vote shall be entitled to
vote in person, or by proxy executed in writing by the shareholder or a duly
authorized attorney in fact and bearing a date not more than eleven months prior
to its execution, unless a longer time is expressly provided therein.

         (c) Required Vote. When a quorum is present at any meeting, the vote of
the holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which, by express provision of the Act or of the
Articles of Incorporation or by these By-Laws, a greater vote is required, in
which case such express provision shall govern and control the decision of such
question. Unless otherwise provided in the Articles of Incorporation, Directors
are elected by a plurality of the votes cast by the shares entitled to vote in
the election at a meeting at which a quorum is present.

         Section 7. Voting List. The Transfer Agent of the Corporation shall
make, at least five (5) business days before each election of Directors, a
complete list of the shareholders entitled by the Articles of


                                       4
<PAGE>

Incorporation, as now or hereafter amended, to vote at such election, arranged
in alphabetical order, with the address and number of shares so entitled to vote
held by each, which list shall be on file at the principal office of the
Corporation and subject to inspection by any shareholder. Such list shall be
produced and kept open at the time and place of election and subject to the
inspection of any shareholder during the holding of such election. The original
stock register or transfer book, or a duplicate thereof kept in the State of
Indiana, shall be the only evidence as to who are the shareholders entitled to
examine such list or the stock ledger or transfer book or to vote at any meeting
of the shareholders.

         Section 8. Fixing of Record Date to Determine Shareholders Entitled to
Vote. The Board of Directors may prescribe in advance a date not exceeding
seventy (70) days prior to the date of any shareholder meeting for the purpose
of determining shareholders entitled to vote at such meeting or any adjournment
thereof. In the absence of such a determination, such date shall be ten (10)
days prior to the date of such meeting.

         Section 9. Nominations for Director. Nominations for election to the
Board of Directors may be made by the Board of Directors or by any shareholder
of any outstanding class of capital stock of the Corporation entitled to vote
for the election of Directors. Nominations, other than those made by or on
behalf of the existing management of the Corporation, shall be made in writing
and shall be delivered or mailed to the president of the Corporation not less
than ten (10) days nor more than fifty (50) days prior to any meeting of
shareholders called for the election of Directors. Such notification shall
contain the following information to the extent known to the notifying
shareholder: (a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the total number of shares of
capital stock of the Corporation that will be voted for each proposed nominee;
(d) the name and residence address of the notifying shareholder; and (e) the
number of shares of capital stock of the Corporation owned by the notifying
shareholder. Nominations not made in accordance herewith may, in his discretion,
be disregarded by the chairman of the meeting, and upon his instructions, the
vote tellers may disregard all votes cast for each such nominee.

                                    ARTICLE V
                                    ---------

                               Board of Directors
                               ------------------

         Section 1. Election, Number and Term of Office. Directors shall be
elected at the annual meeting of shareholders, or, if not so elected, at a
special meeting of shareholders called for that purpose, by the holders of the
shares of stock entitled by the Articles of Incorporation to elect Directors.

         The number of Directors of the Corporation to be elected by the holders
of the shares of the stock entitled by the Articles of Incorporation to elect
Directors shall be nine (9) [amended by the Board on March 23, 2006] unless
changed by amendment of this section.

         All Directors elected by the holders of such shares, except in the case
of earlier resignation, removal or death, shall hold office until their
respective successors are chosen and qualified. Directors need not be
shareholders of the Corporation.

         Any vacancy on the Board of Directors caused by an increase in the
number of Directors shall be filled by a majority vote or the members of the
Board of Directors, until the next annual or special meeting of the shareholders
or, at the discretion of the Board of Directors, such vacancy may be filled by
vote of the shareholders at a special meeting called for that purpose. No
decrease in the number of Directors shall have the effect of shortening the term
of any incumbent Director.

         Section 2. Vacancies. Any vacancy occurring in the Board of Directors
caused by resignation, death or other incapacity shall be filled by a majority
vote of the remaining members of the Board of Directors, until the next annual
meeting of the shareholders. If the vote of the remaining members of the Board
shall result in a tie, such vacancy, at the discretion of the Board of
Directors, may be filled by vote of the shareholders at a special meeting called
for that purpose.


                                       5
<PAGE>

         Section 3. Annual Meeting of Directors. The Board of Directors shall
meet each year immediately after the annual meeting of the shareholders, at the
place where such meeting of the shareholders has been held either within or
without the State of Indiana, for the purpose of organization, election of
officers, and consideration of any other business that may properly come before
the meeting. No notice of any kind to either old or new members of the Board of
Directors for such annual meeting shall be necessary.

         Section 4. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times and places, either within or without the State of
Indiana, as may be fixed by the Directors. Such regular meetings of the Board of
Directors may be held without notice or upon such notice as may be fixed by the
Directors. A member of the Board of Directors may participate in a meeting of
the Board by means of a conference telephone or similar communications equipment
by which all persons participating in the meeting can communicate with each
other and participation by these means constitutes presence in person at the
meeting.

         Section 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President, or by not less than a
majority of the members of the Board of Directors. Notice of the time and place,
either within or without the State of Indiana, of a special meeting shall be
served upon or telephoned to each Director at least twenty-four hours, or
mailed, telegraphed or cabled to each Director at his usual place of business or
residence at least forty-eight hours, prior to the time of the meeting.
Directors, in lieu of such notice, may sign a written waiver of notice either
before the time of the meeting, at the meeting or after the meeting. Attendance
by a Director in person at any such special meeting shall constitute a waiver of
notice.

         Section 6. Quorum; Objection. A majority of the actual number of
Directors elected and qualified, from time to time, shall be necessary to
constitute a quorum for the transaction of any business except the filling of
vacancies, and the act of a majority of the Directors present at the meeting, at
which a quorum is present, shall be the act of the Board of Directors, unless
the act of a greater number is required by the Act, by the Articles of
Incorporation, or by these By-Laws. A Director, who is present at a meeting of
the Board of Directors or a committee of the Board of Directors, at which action
on any corporate matter is taken, shall be conclusively presumed to have
assented to the action taken, unless (a) he objects at the beginning of the
meeting (or promptly upon his arrival) to holding the meeting or transacting
business at the meeting and does not thereafter vote for or assent to action
taken at the meeting, (b) his dissent or abstention from the action taken is
entered by the secretary of the meeting in the minutes of the meeting, or (c) he
delivers written notice of dissent or abstention to the presiding officer of the
meeting before its adjournment or immediately after the adjournment of the
meeting. The right of dissent is not available to a Director who voted at the
meeting in favor of such matter.

         Section 7. Consent Action by Directors. 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 prior to such action a
written consent to such action is signed by all members of the Board of
Directors or such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board of Directors or committee.

         Section 8. Removal of Directors. Any or all members of the Board of
Directors may be removed, with or without cause, at a meeting of shareholders
called expressly for that purpose by a vote of the holders of not less than a
majority of the outstanding shares of capital stock then entitled to vote at the
election of Directors, except as otherwise provided by the Articles of
Incorporation.

         Section 9. Resignations. Any Director may resign at any time by giving
written notice to the Board of Directors, the President, or the Secretary. Any
such resignation shall take effect upon receipt of such notice or at any later
time specified therein and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.

         Section 10. Dividends. The Board of Directors shall have power, subject
to any restrictions contained in the Act or in the Articles of Incorporation and
out of funds legally available therefore, to declare and pay


                                       6
<PAGE>

dividends upon the outstanding capital stock of the Corporation as and when they
deem expedient. Before declaring any dividend, there may be set aside out of any
funds of the Corporation available for dividends such sum or sums as the Board
of Directors from time to time in their absolute discretion deem proper for
working capital, or as a reserve or reserves to meet contingencies or for such
other purposes as the Board of Directors shall deem conducive to the interests
of the Corporation and the Board of Directors may modify or abolish any such
reserve in the manner in which it was created.

         Section 11. Distributions Out of Capital Surplus. The Board of
Directors of the Corporation may from time to time distribute to its
shareholders out of the capital surplus of the Corporation a portion of its
assets, in cash or property, without the assent or vote of the shareholders,
provided that with respect to such distribution the requirements of the Act
other than shareholder approval are satisfied.

         Section 12. Fixing of Record Date to Determine Shareholders Entitled to
Receive Corporate Benefits. The Board of Directors may fix a day and hour not
exceeding 50 days preceding the date fixed for payment of any dividend or for
the delivery of evidence of rights, or for the distribution of other corporate
benefits, or for a determination of shareholders for any other purpose, as a
record time for the determination of the shareholders entitled to receive any
such dividend, rights or distribution, and in such case only shareholders of
record at the time so fixed shall be entitled to receive such dividend, rights
or distribution. If no record date is fixed for the determination of
shareholders entitled to receive payment of a dividend, the end of the day on
which the resolution of the Board of Directors declaring such dividend is
adopted shall be the record date for such determination.

         Section 13. Interest of Directors in Contracts. Any contract or other
transaction between the Corporation or any corporation in which this Corporation
owns a majority of the capital stock shall be valid and binding, notwithstanding
that the Directors or officers of this Corporation are identical or that some or
all of the Directors or officers, or both, are also Directors or officers of
such other corporation.

         Any contract or other transaction with the Corporation in which a
Director of the Corporation has a direct or indirect interest is not voidable by
the Corporation solely because of the Director's interest in the transaction, if
any one (1) of the following is true:

                  (a) The material facts of the transaction and the Director's
         interest were disclosed or known to the Board of Directors or a
         committee of the Board of Directors, and the Board of Directors or
         committee authorized, approved, or ratified the transaction; or
                  (b) The material facts of the transaction and the Director's
         interest were disclosed or known to the shareholders entitled to vote
         and they authorized, approved, or ratified the transaction; or
                  (c) The transaction was fair to the Corporation.

         Section 14. Committees. The Board of Directors may, by resolution
adopted by a majority of the actual number of Directors elected and qualified,
from time to time, designate from among its members an executive committee and
one or more other committees, each of which, to the extent provided in the
resolution, any charter duly adopted by the Board of Directors for such
committee, the Articles of Incorporation, or these By-Laws, may exercise all of
the authority of the Board of Directors of the Corporation. However, no such
committee has the authority to (a) authorize distributions (except a committee
may authorize or approve a reacquisition of shares if done according to a
formula or method, or within a range, prescribed by the Board of Directors); (b)
approve or propose to shareholders action that the Act requires to be approved
by shareholders; (c) fill vacancies on the Board of Directors or any of its
committees; (d) amend the Articles of Incorporation; (e) adopt, amend, or repeal
these By-Laws; (f) approve a plan of merger not requiring shareholder approval;
or (g) authorize or approve the issuance or sale or a contract for sale of
shares, or determine the designation and relative rights, preferences, and
limitations of a class or series of shares, except the Board of Directors may
authorize a committee to take the action described in this subsection within
limits prescribed by the Board of Directors. No member of any such committee
shall continue to be a member thereof after he ceases to be a Director of the
Corporation. The calling and holding of meetings of any such committee and its
method of procedure shall be determined by the Board of Directors. A member of
the Board of Directors shall not be


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<PAGE>

liable for any action taken by any such committee if he is not a member of that
committee and has acted in good faith and in a manner he reasonably believes is
in the best interest of the Corporation.

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

                                    Officers
                                    --------

         Section 1. Principal Officers. The principal officers of the
Corporation shall be a Chairman of the Board, a President, one or more Vice
Presidents, a Treasurer and a Secretary. The Corporation may also have, at the
discretion of the Board of Directors, such other subordinate officers as may be
appointed in accordance with the provisions of these By-Laws. Any two or more
offices may be held by the same person, except the duties of President and
Secretary shall not be performed by the same person. No person shall be eligible
for the office of Chairman of the Board or President who is not a Director of
the Corporation.

         Section 2. Election and Term of Office. The principal officers of the
Corporation shall be chosen annually by the Board of Directors at the annual
meeting thereof. Each such officer shall hold office until his successor shall
have been duly chosen and qualified, or until his death, or until he shall
resign, or shall have been removed in the manner hereinafter provided.

         Section 3. Removal. Any principal officer may be removed, either with
or without cause, at any time, by resolution adopted at any meeting of the Board
of Directors by a majority of the actual number of Directors elected and
qualified from time to time.

         Section 4. Subordinate Officers. In addition to the principal officers
enumerated in Section 1 of this Article VI, the Corporation may have one or more
Assistant Treasurers, one or more Assistant Secretaries and such other officers,
agents and employees as the Board of Directors may deem necessary, each of whom
shall hold office for such period, may be removed with or without cause, have
such authority, and perform such duties as the President, or the Board of
Directors may from time to time determine. The Board of Directors may delegate
to any principal officer the power to appoint and to remove any such subordinate
officers, agents or employees.

         Section 5. Resignations. Any officer may resign at any time by giving
written notice to the Chairman of the Board or to the Board of Directors or to
the President or to the Secretary. Any such resignation shall take effect upon
receipt of such notice or at any later time specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.

         Section 6. Vacancies. Any vacancy in any office for any cause may be
filled for the unexpired portion of the term in the manner prescribed in these
By-Laws for election or appointment to such office for such term.

         Section 7. Chairman of the Board. The Chairman of the Board, who shall
be chosen from among the Directors, shall preside at all meetings of
shareholders and at all meetings of the Board of Directors. He shall perform
such other duties and have such other powers as, from time to time, may be
assigned to him by the Board of Directors.

         Section 8. President. The President, who shall be chosen from among the
Directors, shall be the chief executive officer of the Corporation and as such
shall have general supervision of the affairs of the Corporation, subject to the
control of the Board of Directors. He shall be an ex officio member of all
standing committees. In the absence or disability of the Chairman of the Board,
the President shall preside at all meetings of shareholders and at all meetings
of the Board of Directors. Subject to the control and direction of the Board of
Directors, the President may enter into any contract or execute and deliver any
instrument in the name and on behalf of the Corporation. In general, he shall
perform all duties and have all the powers incident to the office of President,
as herein defined, and all such other duties and powers as, from time to time,
may be assigned to him by the Board of Directors.


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         Section 9. Vice Presidents. The Vice Presidents in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President and Executive Vice President, perform the
duties and exercise the powers of the President. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time assign.

         Section 10. Treasurer. The Treasurer shall have charge and custody of,
and be responsible for, all funds and securities of the Corporation and shall
deposit all such funds in the name of the Corporation in such banks or other
depositories as shall be selected by the Board of Directors. He shall upon
request exhibit at all reasonable times his books of account and records to any
of the Directors of the Corporation during business hours at the office of the
Corporation where such books and records shall be kept; shall render upon
request by the Board of Directors a statement of the condition of the finances
of the Corporation at any meeting of the Board of Directors or at the annual
meeting of the shareholders; shall receive, and give receipt for, moneys due and
payable to the Corporation from any source whatsoever; and in general, shall
perform all duties incident to the office of Treasurer and such other duties as
from time to time may be assigned to him by the President or the Board of
Directors. The Treasurer shall give such bond, if any, for the faithful
discharge of his duties as the Board of Directors may require.

         Section 11. Secretary. The Secretary shall keep or cause to be kept in
the books provided for that purpose the minutes of the meetings of the
shareholders and of the Board of Directors; shall duly give and serve all
notices required to be given in accordance with the provisions of these By-Laws
and by the Act; shall be custodian of the records and of the seal of the
Corporation and see that the seal is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized in
accordance with the provisions of these By-Laws; and, in general, shall perform
all duties incident to the office of Secretary and such other duties as may,
from time to time, be assigned to him by the President or the Board of
Directors.

         Section 12. Salaries. The salaries of the principal officers shall be
fixed from time to time by the Board of Directors, and the salaries of any
subordinate officers may be fixed by the President.

         Section 13. Voting Corporation's Securities. Unless otherwise ordered
by the Board of Directors, the Chairman of the Board, the President and
Secretary, and each of them, are appointed attorneys and agents of the
Corporation, and shall have full power and authority in the name and on behalf
of the Corporation, to attend, to act, and to vote all stock or other securities
entitled to be voted at any meetings of security holders of corporations, or
associations in which the Corporation may hold securities, in person or by
proxy, as a stockholder or otherwise, and at such meetings shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities, and which as the owner thereof the Corporation might have possessed
and exercised, if present, or to consent in writing to any action by any such
other corporation or association. The Board of Directors by resolution from time
to time may confer like powers upon any other person or persons.

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

                                 Indemnification
                                 ---------------

         Section 1. Indemnification of Directors, Officers and Employees. Every
person who is or was a Director, officer or employee of this Corporation or of
any other corporation for which he is or was serving in any capacity at the
request of this Corporation shall be indemnified by this Corporation against any
and all liability and expense that may be incurred by him in connection with or
resulting from or arising out of any claim, action, suit or proceeding, provided
that such person is wholly successful with respect thereto or acted in good
faith in what he reasonably believed to be in or not opposed to the best
interests of this Corporation or such other corporation, as the case may be,
and, in addition, in any criminal action or proceeding in which he had no
reasonable cause to believe that his conduct was unlawful. As used herein,
"claim, action, suit or proceeding" shall include any claim, action, suit or
proceeding (whether brought by or in the right of this Corporation or such other
corporation or otherwise), civil, criminal, administrative or investigative,
whether actual or threatened or


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in connection with an appeal relating thereto, in which a Director, officer or
employee of this Corporation may become involved, as a party or otherwise,

         (i)      by reason of his being or having been a Director, officer or
                  employee of this Corporation or such other corporation or
                  arising out of his status as such or

         (ii)     by reason of any past or future action taken or not taken by
                  him in any such capacity, whether or not he continues to be
                  such at the time such liability or expense is incurred.

The terms "liability" and "expense" shall include, but shall not be limited to,
attorneys' fees and disbursements, amounts of judgments, fines or penalties, and
amounts paid in settlement by or on behalf of a Director, officer or employee,
but shall not in any event include any liability or expenses on account of
profits realized by him in the purchase or sale of securities of the Corporation
in violation of the law. The termination of any claim, action, suit or
proceeding, by judgment, settlement (whether with or without court approval) or
conviction or upon a plea of guilty or of nolo contendere, or its equivalent,
shall not create a presumption that a Director, officer or employee did not meet
the standards of conduct set forth in this paragraph.

         Any such Director, officer or employee who has been wholly successful
with respect to any such claim, action, suit or proceeding shall be entitled to
indemnification as a matter of right. Except as provided in the preceding
sentence, any indemnification hereunder shall be made only if (i) the Board of
Directors acting by a quorum consisting of Directors who are not parties to or
who have been wholly successful with respect to such claim, action, suit or
proceeding shall find that the Director, officer or employee has met the
standards of conduct set forth in the preceding paragraph; or (ii) independent
legal counsel shall deliver to the Corporation their written opinion that such
Director, officer or employee has met such standards of conduct.

         If several claims, issues or matters of action are involved, any such
person may be entitled to indemnification as to some matters even though he is
not entitled as to other matters.

         The Corporation may advance expenses to or, where appropriate, may at
its expense undertake the defense of any such Director, officer or employee upon
receipt of an undertaking by or on behalf of such person to repay such expenses
if it should ultimately be determined that he is not entitled to indemnification
hereunder.

         The provisions of this Section shall be applicable to claims, actions,
suits or proceedings made or commenced after the adoption hereof, whether
arising from acts or omissions to act during, before or after the adoption
hereof.

         The rights of indemnification provided hereunder shall be in addition
to any rights to which any person concerned may otherwise be entitled by
contract or as a matter of law and shall inure to the benefit of the heirs,
executors and administrators of any such person.

         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
as a Director, officer, employee or agent of another corporation against any
liability asserted against him and incurred by him in any 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 Section or
otherwise.

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

                                   Amendments
                                   ----------

         The power to make, alter, amend, or repeal these By-Laws is vested in
the Board of Directors, but the affirmative vote of a majority of the actual
number of Directors elected and qualified, from time to time, shall be necessary
to effect any alteration, amendment or repeal of these By-Laws.


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