WESTERN OHIO 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, which date
shall be within  thirteen  (13)  months  subsequent  to the later of the date of
incorporation or the last annual meeting of stockholders.

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  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.



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         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 Chairman of the Board 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. The polls for each matter upon which the stockholders will vote
at the meeting will be opened and closed in accordance with law.

                  (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 sixty (60)
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  (20) days,  or delayed by more than fifty (50) 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  sixtieth  day prior to
such annual  meeting or the tenth 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


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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  thirty  (30) days prior to the date of the  meeting;
provided,  however,  that in the event that less than forty (40) days' notice or
prior disclosure of the date of the meeting is given or made to stockholders, to
be timely,  notice by the  stockholder  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 such  public  disclosure  was  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 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 all meetings of stockholders, every stockholder entitled to vote may
vote in person or by proxy executed in writing (or as otherwise  permitted under
applicable law) by the stockholder or his duly  authorized  attorney-in-fact  in


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accordance with the procedures 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 the election of directors  but  excepting  where
otherwise required by law, may be by a voice vote; provided,  however,  that the
Board  of  Directors,  in its  discretion,  or the  officer  of the  Corporation
presiding at the meeting of  stockholders,  in his discretion,  may require that
any votes cast at such meeting shall be cast pursuant to a roll call. Every vote
taken by ballot shall be counted by an inspector or inspectors  appointed by the
Board of Directors in advance of the meeting of stockholders  and such inspector
or  inspectors  shall act at the meeting or any  adjournment  thereof and make a
written report thereof, in accordance with law.

         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  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 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 law.

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                                   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
set as provided for in the Certificate of Incorporation. The number of directors
who  shall  constitute  the  Whole  Board  shall be such  number as the Board of
Directors shall from time to time have designated  except that in the absence of
any such  designation,  such number  shall be seven (7).  The Board of Directors
shall  annually  elect a Chairman  of the Board and a  President  from among its
members and shall designate,  when present,  either the 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  conclusion  of the  third  succeeding  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.

Section 2.        VACANCIES AND NEWLY CREATED DIRECTORSHIPS.

         Subject  to the  rights  of the  holders  of any  class  or  series  of
preferred stock then  outstanding,  and unless the Board of Directors  otherwise
determines,  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 each  director 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 he or she has 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.


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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  Chairman of the Board 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.

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. Notwithstanding the above, at any adjourned meeting of
the Board of Directors, at least one-third of the authorized number of directors
then constituting the Board shall constitute a quorum for all purposes.

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;

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                  (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;

                  (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.       AGE LIMITATIONS.

         No person age 75 or more shall be eligible  for  election,  reelection,
appointment, or reappointment to the Board of Directors. No director shall serve
as such  beyond  the  annual  meeting  of the  stockholders  of the  Corporation
immediately following the director's becoming age 75.

Section 11.       QUALIFICATIONS.

         Any  member of the Board of  Directors  shall,  in order to  qualify as
such,  be domiciled in or have his or her primary  place of business  located in
any  county,  a portion of which is within a FIFTY mile  radius of any office of
any financial institution subsidiary of the Corporation.



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                                   ARTICLE III

                                   COMMITTEES

Section 1.        COMMITTEES OF THE BOARD OF DIRECTORS.

         The Board of  Directors,  by a vote of a majority of the Whole 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 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  shall  appoint a  Nominating  Committee of the
Board,  consisting of not less than three (3) members, one of which shall be the
Chairman of the Board.  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.


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                                   ARTICLE IV

                                    OFFICERS

Section 1.        GENERALLY.

                  (a) As soon as may be practicable  after the annual meeting of
stockholders,  the Board of Directors  shall  choose a Chairman of the Board,  a
President,  one or more  Vice  Presidents,  a  Secretary  and a Chief  Financial
Officer  and from time to time may  choose  such other  officers  as it may deem
proper.  The Chairman of the Board and the President  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.

                  (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.        CHAIRMAN OF THE BOARD OF DIRECTORS.

         The Chairman of the Board of Directors  of the  Corporation  shall have
general  responsibility  for the conduct of meetings of the Board of  Directors,
subject  to the  direction  of the Board of  Directors,  Section 3 herein and to
Article I, Section 6.

Section 3.        PRESIDENT.

         The President 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 the Chairman of the Board,  or, in his absence,  the President,
or, in his  absence,  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.



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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 of the Board or the President.

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 of the
Board or the President.

Section 6.        CHIEF FINANCIAL OFFICER.

         The  Chief  Financial  Officer  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  Chief
Financial  Officer with such banks or trust  companies as the Board of Directors
from time to time  shall  designate.  He or she shall sign or  countersign  such
instruments as require his or her  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 or her by the  Board  of
Directors,  the Chairman of the Board or the  President,  and may be required to
give bond for the faithful performance of his or her 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 Chief Financial  Officer,  or one appointee to
both such  positions,  which  officers  shall have such powers and shall perform
such duties as are  provided  in these  By-laws or as may be assigned to them by
the Board of Directors, the 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 President or
any officer of the  Corporation  authorized by the President 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.


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                                    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 President or a Vice  President,  and by the
Secretary  or an  Assistant  Secretary,  or the Chief  Financial  Officer  or an
assistant to the Chief Financial Officer,  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 therefor.

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.

         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.

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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 given  effectively 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.

                                   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 Chief Financial  Officer or by an Assistant
Secretary or an assistant to the Chief Financial Officer.



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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  begin on January 1 of each
year.

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.


                                  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.

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