Exhibit (3) B


                           By-Laws of the Registrant

         The provisions of Article Two, Section 2 of the By-Laws, changing the
number of directors from 20 to 18, will be effective at the commencement of the
Annual Meeting of Stockholders to be held April 29, 1998, at 10:30 a.m.


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                                                                  Exhibit (3)B

                                     BY LAWS
                       MERCANTILE BANKSHARES CORPORATION

                                   ARTICLE I

         SECTION 1. Annual Meeting. The annual meeting of the stockholders of
the Corporation for the election of directors and the transaction of such other
business as may properly come before the meeting shall be held at the time and
on the day in April of each year as shall be fixed from time to time by the
Board of Directors or by the Executive Committee. Notice of the time and place
of such annual meeting shall be given to each stockholder in the manner provided
in Section 1 of Article X of these bylaws not less than ten days nor more than
ninety days before the meeting.

         SECTION 2. Special Meetings. Special meetings of the stockholders may
be called at any time by the Board of Directors, the Chairman of the Board, the
Vice-Chairman of the Board, the President, or as otherwise provided by law.
Notice of the time, place and purpose of each special meeting of stockholders
shall be given to each stockholder in the manner provided in Section 1 of
Article X of these bylaws not less than ten days nor more than ninety days
before the meeting. No business shall be transacted at a special meeting except
that specified in the notice.

         SECTION 3. Removal of Directors. At any special meeting of the
stockholders called in the manner provided for by this Article, the
stockholders, by a majority of the votes entitled to be cast by the stockholders
entitled to vote thereon, may remove any director or directors from office and
may elect a successor or successors to fill any resulting vacancies from the
remainder of his or their terms.

         SECTION 4.  Voting; Proxies; Record Date.  At all meetings of
stockholders any stockholder shall be entitled to vote by proxy.  Such proxy
shall be in writing and signed by the stockholder or by his duly authorized
attorney in fact.  It shall be dated but need not be sealed, witnessed or
acknowledged.  The Board of Directors may fix the record date for the

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determination of stockholders entitled to vote in the manner provided in Article
IX, Section 4 of these bylaws.

         SECTION 5. Quorum. If at any annual or special meeting of stockholders
a quorum shall fail to attend, those attending in person or by proxy may, by
majority of the votes entitled to be cast, adjourn the meeting from time to
time, not exceeding sixty days in all, and thereupon any business may be
transacted which might have been transacted at the meeting originally called had
the same been held at the time so called.

         SECTION 6.  Filing Proxies.  At all meetings of stockholders, the
proxies shall be filed with and be verified by the Secretary of the Corporation
or, if the meeting shall so decide, by the Secretary of the meeting.

         SECTION 7. Place of Meetings. All meetings of stockholders shall be
held at the principal office of the Corporation in the State of Maryland or at
such other place either within or without the State of Maryland as may be
designated in the notice of the meeting.

         SECTION 8. Order of Business. At all meetings of stockholders, any
stockholder present and entitled to vote in person or by proxy shall be entitled
to require, by written request to the Chairman of the meeting, that the order of
business shall be as follows:

         (1) Organization.
         (2) Proof of notice of meeting or of waivers thereof.

(The certificate of the Secretary of the Corporation, of the affidavit of any
other person who mailed or published the notice or caused the same to be mailed
or published, being proof of service of notice.)

         (3) Submission by Secretary, or by Inspectors, if any shall have been
elected or appointed, of list of stockholders entitled to vote, present in
person or by proxy.
         (4) If an annual meeting or a special meeting called for that purpose,
reading of unapproved minutes of preceding meetings and action thereon.
         (5) Reports.

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         (6) The election of directors if an annual meeting or a special meeting
called to elect directors, or to remove directors and elect their successors.
         (7) Unfinished business.
         (8) New Business.
         (9) Adjournment.

         [The provisions of Sections 9 and 10 of Article I set forth immediately
below shall apply with respect to the annual meeting of stockholders to be held
in 1998 and immediately thereafter shall be deleted and superseded by the
revised provisions of Sections 9 and 10 which are subsequently set forth
herein.]

         SECTION 9.  Advance Notice of Matters to be Presented at an Annual
Meeting of Stockholders.

         At an annual meeting of the stockholders, commencing with the annual
meeting to be held in 1996, only such business shall be conducted as shall have
been properly brought before the meeting as set forth below. To be properly
brought before an annual meeting, such business must (1) be specified in the
notice of the meeting (or any supplement thereto) given by the Corporation
pursuant to Section 1 of Article X of these bylaws, or (2) be brought before the
meeting by or under the direction of the Board of Directors (or the Chairman or
Vice Chairman of the Board or the President), or (3) be properly brought before
the meeting by a stockholder. In addition to any other applicable requirements,
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. To be timely, such stockholder's notice must be delivered to or
mailed and received by the Secretary at the principal executive offices of the
Corporation, not less than 20 days nor more than 30 days prior to the meeting
(or, with respect to a proposal required to be included in the Company's proxy
statement pursuant to Rule 14a- 8 of the Securities Exchange Act of 1934, or its
successor provision, the earlier date such proposal was received); provided,
however, that in the event that less than 30 days' notice or

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prior disclosure by the Corporation of the date of the meeting is given or made
to stockholders, notice by the stockholder to be timely must be so received by
the Secretary not later than the close of business on the 10th day following the
earlier of the day on which the Corporation's notice of the date of the annual
meeting was mailed or the day on which the Corporation's first public disclosure
of the date of the annual meeting was made. A stockholder's notice to the
Secretary shall set forth as to each matter the 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 record address of the stockholder
proposing such business, (iii) the class and number of shares of the Corporation
which are beneficially owned by the stockholder, and (iv) any material interest
of the stockholder in such business.

         Notwithstanding anything in these bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 9; provided, however, that nothing in this
Section 9 shall be deemed to preclude discussion by any stockholder of any
business properly brought before the annual meeting in accordance with such
procedures.

         The presiding officer at the meeting shall have the authority, if the
facts warrant, to determine that business was not properly brought before the
meeting in accordance with the provisions of this Section 9, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

         SECTION 10. Advance Notice of Nominees for Directors. Only persons who
are nominated in accordance with the following procedures shall be eligible for
election as directors at any meeting of stockholders held after the annual
meeting in 1995. Nominations of persons for election to the Board of Directors
of the Corporation may be made at an annual meeting of stockholders or at a
special meeting of stockholders as to which the notice of meeting provides for
election of directors, by or under the direction of the Board of Directors, or
by

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any nominating committee or person appointed by the Board of Directors, or 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 10. Such nominations, other than those made by or under the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the Secretary. To be timely, such stockholder's notice shall be
delivered to or mailed and received by the Secretary at the principal executive
offices of the Corporation not less than 20 days nor more than 30 days prior to
the meeting; provided, however, that in the event that less than 30 days' notice
or prior public disclosure of the date of the meeting is given or made by the
Corporation to stockholders, notice by the stockholder to be timely must be so
received by the Secretary no later than the close of business on the 10th day
following the earlier of the day on which the Corporation's notice of the date
of the meeting was mailed or the day on which the Corporation's first public
disclosure of the date of the meeting was made. Such stockholder's notice shall
set forth: (a) as to each person who the stockholder proposes to nominate for
election or re-election as a director, (i) the name, age, business address and
residence address of the person, (ii) the principal occupation or employment of
the person, (iii) the class and number of shares of stock of the Corporation
which are beneficially owned by the person, and (iv) any other information
relating to the person that is required to be disclosed in solicitations for
proxies for election of directors pursuant to Rule 14a under the Securities
Exchange Act of 1934 or any successor rule thereto; and (b) as to the
stockholder giving the notice, (i) the name and record address of the
stockholder and (ii) the class and number of shares of the Corporation which are
beneficially owned by the stockholder. The Corporation may require any proposed
nominee to furnish such other information as may reasonably be required by the
Corporation to determine the eligibility of such proposed nominee to serve as a
director of the Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures
set forth herein.

         The presiding officer at the meeting shall have the authority, if the
facts warrant, to

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determine that a nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.

[The following revised provisions of Sections 9 and 10 of Article I shall apply
with respect to meetings of stockholders held after the annual meeting held in
1998, and shall supersede the prior provisions of Sections 9 and 10, which prior
provisions shall be deleted.]

SECTION 9.  Advance Notice of Matters to be Presented at an Annual Meeting of
Stockholders.

         At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting as set forth
below. To be properly brought before an annual meeting, such business must (1)
be specified in the notice of the meeting (or any supplement thereto) given by
the Corporation pursuant to Section 1 of Article X of these bylaws, or (2) be
brought before the meeting by or under the direction of the Board of Directors
(or the Chairman or Vice Chairman of the Board or the President), or (3) be
properly brought before the meeting by a stockholder. In addition to any other
applicable requirements, 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. To be timely, such stockholder's notice must be
delivered to or mailed and received by the Secretary at the principal executive
offices of the Corporation, not less than 60 days nor more than 90 days prior to
the meeting (or, with respect to a proposal required to be included in the
Corporation's proxy statement pursuant to Rule 14a-8 of the Securities Exchange
Act of 1934, or any successor provision to Rule 14a-8, the earlier date such
proposal was received); provided, however, that if less than 70 days' prior
public disclosure of the date of the meeting is made by the Corporation, any
such notice by a stockholder must be so received not later than the 10th day
following the day on which such prior public disclosure of the date of the
meeting is made by the Corporation. Public disclosure by the Corporation of a
meeting date or other

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matter contemplated by this Article shall be deemed to have been made if
communicated by notice to stockholders pursuant to Section 1 of Article X of
these bylaws, or by any filing with the Securities and Exchange Commission, or
by any general mailing to stockholders of record, or by public announcement or
by other means reasonably calculated to constitute public disclosure. With
respect to action proposed by any stockholder which is permitted by Article XII
of these bylaws, to change or rescind action taken by the Board of Directors
pursuant to said Article XII, notice of such proposed action by the stockholder
shall be deemed timely if given no earlier than the time prescribed above for
stockholder notices and no later than the later of the 10th day following public
disclosure by the Company of such Board action or the 60th day prior to the
meeting. A stockholder's notice to the Secretary shall set forth as to each
matter the 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 record address of the stockholder proposing such business, (iii) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder, and (iv) any material interest of the stockholder in such business.

         Notwithstanding anything in these bylaws to the contrary, no business
shall be conducted at the annual meeting except in accordance with the
procedures set forth in this Section 9; provided, however, that nothing in this
Section 9 shall be deemed to preclude discussion by any stockholder of any
business properly brought before the annual meeting in accordance with such
procedures.

         The presiding officer at the meeting shall have the authority, if the
facts warrant, to determine that business was not properly brought before the
meeting in accordance with the provisions of this Section 9, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

         SECTION 10.  Advance Notice of Nominees for Directors.  Only persons
who are nominated in accordance with the following procedures shall be eligible
for election as directors

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at any meeting of stockholders. Nominations of persons for election to the Board
of Directors of the Corporation may be made at an annual meeting of stockholders
or at a special meeting of stockholders as to which the notice of meeting
provides for election of directors, by or under the direction of the Board of
Directors, or by any nominating committee or person appointed by the Board of
Directors, or 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 10. Such nominations, other than those made by or under
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary. To be timely, such stockholder's notice shall be
delivered to or mailed and received by the Secretary at the principal executive
offices of the Corporation not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that if less than 70 days' prior public
disclosure of the date of the meeting is made by the Corporation, any such
notice by a stockholder must be so received not later than the 10th day
following the day on which such prior public disclosure of the date of the
meeting is made by the Corporation.

         Such stockholder's notice shall set forth: (a) as to each person whom
the stockholder proposes to nominate for election or re-election as a director,
(i) the name, age, business address and residence address of the person, (ii)
the principal occupation or employment of the person, (iii) the class and number
of shares of stock of the Corporation which are beneficially owned by the
person, and (iv) any other information relating to the person that is required
to be disclosed in solicitations for proxies for election of directors pursuant
to the proxy rules under the Securities Exchange Act of 1934 or any successor
rule thereto; and (b) as to the stockholder giving the notice, (i) the name and
record address of the stockholder and (ii) the class and number of shares of the
Corporation which are beneficially owned by the stockholder. The Corporation may
require any proposed nominee to furnish such other information as may reasonably
be required by the Corporation to determine the eligibility of such proposed
nominee to serve as a director of the Corporation. No person shall be eligible
for election as a director

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of the Corporation unless nominated in accordance with the procedures set forth
herein.

         The presiding officer at the meeting shall have the authority, if the
facts warrant, to determine that a nomination was not made in accordance with
the foregoing procedure, and if he should so determine, he shall so declare to
the meeting and the defective nomination shall be disregarded.


                                   ARTICLE II

                                   DIRECTORS.

         SECTION 1. Powers. The Board of Directors shall have the control and
management of the affairs, business and properties of the Corporation. They
shall have and exercise in the name of the Corporation and on behalf of the
Corporation all the rights and privileges legally exercisable by the
Corporation, except as otherwise provided by law, by the Charter or by these
bylaws. A director need not be a stockholder.

         SECTION 2. Number. There shall be eighteen directors. The number of
directors may be decreased to not less than seven or increased to not more than
thirty from time to time by amendment of this bylaw by the stockholders or by
the Board of Directors. Each director, unless sooner removed by the
stockholders, shall serve until the next annual meeting of stockholders or until
his successor shall be elected and shall have qualified.

         No person shall be eligible for election as a director, either by the
stockholders or by the Board of Directors, who at the time of such proposed
election has passed his 70th birthday.

         SECTION 3. Vacancies. If the office of a director becomes vacant, or if
the number of directors is increased, such vacancy may be filled by the Board by
a vote of a majority of directors then in office although such majority is less
than a quorum. The stockholders may, however, at any time during the term of
such director, elect some other person to fill said vacancy and thereupon the
election by the Board shall be superseded and such election by the stockholders
shall be deemed a filling of the vacancy and not a removal and may be made at

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any meeting called for that purpose.

         If the entire Board of Directors shall become vacant, any stockholder
may call a special meeting in the same manner that the President may call such
meeting, and directors for the unexpired term may be elected at the said special
meeting, in the manner provided for their election at annual meetings.

         SECTION 4. Meetings. Four or more regular meetings of the Board of
Directors shall be held at an office of the Corporation each year. One of such
meetings shall be held on the same day as and immediately following the annual
meeting of stockholders and the remaining meetings shall be held on such days
and at such times as shall be fixed by the chief executive officer but there
shall be at least one regular meeting in each calendar quarter. Notice of the
date and time of every regular meeting shall be mailed or telegraphed or given
personally to each director not less than five days before the meeting.

         SECTION 5. Special Meetings. Special meetings of the Board of Directors
may be called by the Board of Directors, the Executive Committee, the Chairman
of the Board, the Vice-Chairman of the Board or the President and shall be
called at the request of two or more directors. Notice of the time and place of
any special meeting shall be given to each director in the manner provided in
Section 2 of Article X of these bylaws not less than twenty-four hours before
the meeting.

         SECTION 6. Quorum. One-third of the total number of directors, but not
less than four, shall constitute a quorum for the transaction of business. If
less than a quorum be present at any meeting duly called, a majority of those
present may adjourn the meeting from time to time with notice to absent
directors.

         SECTION 7. Place of Meetings. Regular or special meetings of the Board
may be held within or without the State of Maryland as the Board may from time
to time determine. The time and place of a meeting may be fixed by the party
making the call.

         SECTION 8. Rules and Regulations. The Board of Directors may adopt such
rules and

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regulations for the conduct of their meetings and the management of the affairs
of the Corporation as they may deem proper and not inconsistent with the laws of
the State of Maryland or these bylaws or the Charter.

         SECTION 9. Compensation. The directors may receive a stated salary for
their services or a fixed sum and expenses of attendance may be allowed for
attendance at each regular or special meeting of the Board of Directors. Such
stated salary or attendance fee shall be determined by resolution of the Board
unless the stockholders have adopted a resolution relating thereto. Nothing
herein contained shall be construed to preclude a director from serving in any
other capacity and receiving compensation therefor.


                                  ARTICLE III

                                  COMMITTEES.

         SECTION 1. Executive Committee. There shall be an Executive Committee
of such number not more than fourteen nor less than seven as the Board of
Directors may determine. The Chairman of the Board, the Vice-Chairman of the
Board, the President and the chief executive officer if an officer other than
the officers stated above, shall be members ex officio. The remaining members
shall be elected annually by the Board of Directors from among its members,
preferably at the first meeting after the annual meeting of stockholders, and
shall serve during the pleasure of the Board. The chief executive officer or
such other person as shall be designated by the Board shall act as chairman of
the committee. Additional or substitute members may be elected by the Board at
any time. In addition, the chief executive officer shall have power to make
temporary appointments to the committee of members of the Board of Directors to
serve as additional members or to act in the place and stead of members of the
committee who temporarily cannot attend its meetings. The Executive Committee
shall have and may exercise, so far as may be permitted by law, all of the
powers of the Board of Directors during intervals between meetings thereof.

         SECTION 2.  Other Committees.  The Board of Directors may also appoint
from their

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number other committees and, to the extent permitted by law, may delegate to any
such committee the exercise of powers of the Board of Directors during intervals
between meetings thereof. The Chairman of the Board, the Vice-Chairman of the
Board, the President and the chief executive officer if an officer other than
the officers stated above, shall be members ex officio of all such committees,
but no officer shall be a member of any committee designated by the Board of
Directors as an Audit Committee or Compensation Committee.

         SECTION 3. Committee Meetings. All actions of any committee shall be
recorded in minutes of its meetings and all such actions shall be reported to
the next succeeding meeting of the Board of Directors. Meetings of any committee
may be held at any time and place upon the call of the Chairman of the Board,
the Vice-Chairman of the Board, the President, the chief executive officer if an
officer other than the officers stated above, or any other member of the
committee called to meet. Notice of the time and place of any special meeting of
any committee shall be given in the manner provided in Section 2 of Article X of
these bylaws not less than twelve hours before the meeting. Six members of the
Executive Committee and four members of any other committee shall constitute a
quorum unless otherwise provided by the Board of Directors for any particular
committee.

                                   ARTICLE IV

                                   OFFICERS.

         SECTION 1. Officers and their Duties. The officers of the Corporation
shall consist of the Chairman of the Board, the Vice-Chairman of the Board, the
President, the Secretary, the Treasurer and whenever deemed advisable by the
Board one or more executive vice presidents, one or more vice presidents,
assistant secretaries, assistant treasurers or other officers. All of said
officers shall be chosen by the Board of Directors and shall hold office only
during the pleasure of the Board or until their successors are chosen and
qualify. The Chairman of the Board, the Vice-Chairman of the Board and the
President shall be chosen from among the directors. Any two offices except those
of Chairman of the Board and Vice-Chairman of the

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Board, and President and Vice President may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity, when such instrument is required to be executed, acknowledged, or
verified by any two or more officers. The Board of Directors may from time to
time appoint such other agents and employees, with such powers and duties as
they may deem proper.

         The Board of Directors shall, from time to time, designate from among
the officers, a chief executive officer who shall direct the management of the
Corporation under the supervision of the Board of Directors or the appropriate
committees thereof and, subject to the same supervision, may also assign to the
other officers of the Corporation duties in addition to those prescribed by
these bylaws or assigned to them by the Board of Directors. The Board of
Directors may, from time to time, designate from among the officers, the officer
or officers who shall act as chief executive officer in case of the absence or
inability to act of the then designated chief executive officer.

         SECTION 2. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of stockholders and of the Board of Directors and shall
perform such other duties as may be assigned to him by the Board of Directors.

         SECTION 3. Vice-Chairman of the Board. In the absence of the Chairman
of the Board, the Vice-Chairman of the Board shall act in the place of the
Chairman of the Board and assume his duties and be vested with all his powers
and authorities. He shall perform such other duties as may be assigned to him by
the Board of Directors.

         SECTION 4. President. In the absence of the Chairman of the Board and
the Vice-Chairman of the Board, the President shall act in the place of the
Chairman of the Board and assume his duties and be vested with all his powers
and authorities. He shall perform such other duties as may be assigned to him by
the Board of Directors.

         SECTION 5.  Vice-Presidents.  The executive vice-presidents and
vice-presidents shall perform such duties as the Board of Directors may direct.

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         SECTION 6. Treasurer. The Treasurer shall perform such duties as may be
assigned to him by the Board of Directors.

         SECTION 7. Secretary. The Secretary shall keep the minutes of the
meetings of the stockholders and of the Board of Directors, and shall attend to
the giving and serving of all notices of the Corporation required by law or
these bylaws. He shall maintain at all times in the principal office of the
Corporation at least one copy of the bylaws with all amendments to date and
shall make the same, together with the minutes of the meetings of the
stockholders, the annual statement of the affairs of the Corporation and any
voting trust agreement on file at the office of the Corporation, available for
inspection by any officer, director or stockholder during reasonable business
hours. He shall perform such other duties as may be assigned to him by the Board
of Directors.

         SECTION 8. Assistant Treasurer and Assistant Secretary. The assistant
treasurers and assistant secretaries shall perform such duties as may from time
to time be assigned to them by the Board of Directors.

         SECTION 9. Substitutes. The Board of Directors may from time to time in
the absence of any one of said officers or at any other time designate any other
person or persons, on behalf of the Corporation, to sign any contracts, deeds,
notes, or other instruments in the place or stead of any of said officers, and
may designate any person to fill any one of said offices, temporarily or for any
particular purpose; and any instruments so signed in accordance with a
resolution of the Board shall be the valid act of this Corporation as fully as
if executed by any regular officer.


                                   ARTICLE V

                      RESIGNATION OF DIRECTOR OR OFFICER.

         Any director or officer may resign his office at any time. Such
resignation shall be made in writing and shall take effect from the time of its
receipt by the Corporation unless some other time be fixed in the resignation,
and then from that time. The acceptance of a

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resignation shall not be required to make it effective unless the resignation so
provides.

                                   ARTICLE VI

                             COMMERCIAL PAPER, ETC.

         All bills, notes, checks, drafts and commercial paper of all kinds to
be executed by the Corporation as maker, acceptor, endorser, or otherwise, and
all assignments and transfers of stock, contracts or written obligations of the
Corporation, and all negotiable instruments shall be made in the name of the
Corporation and shall be signed by the President, the Treasurer or such other
person or persons as the Board of Directors may from time to time designate.

                                  ARTICLE VII

                                  FISCAL YEAR.

         The fiscal year of the Corporation shall cover such period of twelve
months as the Board of Directors may determine. In the absence of any such
determination the accounts of the Corporation shall be kept on a calendar year
basis.

                                  ARTICLE VIII

                                     SEAL.

         The seal of the Corporation shall be a circle inscribed with the name
of the Corporation and the year and State in which it is incorporated.

                                   ARTICLE IX

                       MISCELLANEOUS PROVISIONS - STOCK.

         SECTION 1. Issue. All certificates of stock shall be signed by the
Chairman of the Board, the Vice-Chairman of the Board, the President, or any
Vice-President and countersigned by the Treasurer or Assistant Treasurer or
Secretary or Assistant Secretary, any of which may be facsimile signatures if
the certificate is countersigned by the Transfer Agent, and sealed with the seal
of the Corporation.

         SECTION 2.  Transfers.  No transfers of stock shall be recognized or
binding upon the Corporation until recorded on the books of the Corporation upon
surrender and cancellation of

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certificates for a like number of shares.

         SECTION 3. Form of Certificates; Procedure. The Board of Directors
shall have power and authority to determine the form of stock certificates
(except in so far as prescribed by law), and to make all such rules and
regulations, as they may deem expedient concerning the issue, transfer and
registration of said certificates, and to appoint one or more transfer agents or
registrars to countersign and register the same.

         SECTION 4. Record Dates for Dividends and Stockholders' Meetings. The
Board of Directors may fix the time, not exceeding twenty days preceding the
date of any meeting of stockholders, any dividend payment date or any date for
the allotment of rights, during which the books of the Corporation shall be
closed against transfers of stock, or the Board of Directors may fix a date not
exceeding ninety days preceding the date of any meeting of stockholders, any
dividend payment date or any date for the allotment of rights, as a record date
for the determination of the stockholders entitled to notice of and to vote at
such meeting, or entitled to receive such dividends or rights, as the case may
be, and only stockholders of record on such date shall be entitled to notice of
and to vote at such meeting or to receive such dividends or rights, as the case
may be. In the case of a meeting of stockholders the record date shall be fixed
not less than ten days prior to the date of the meeting.

         SECTION 5. Lost and Destroyed Certificates. The holder of any shares of
this Corporation shall immediately notify it of any loss or destruction of the
stock certificate representing such shares. A new certificate may be issued upon
satisfactory proof of the loss, or destruction, and delivery to this Corporation
of a bond which shall be in such form, contain such terms and provisions, and
have such surety or sureties as the officers of this Corporation may direct.


                                   ARTICLE X

                                    NOTICE.

         SECTION 1.  Notice to Stockholders.  Whenever by law or these bylaws
notice is required

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to be given to any stockholder, such notice may be given to each stockholder by
leaving the same with him or at his residence or usual place of business, or by
mailing it, postage prepaid, and addressed to him at his address as it appears
on the books of the Corporation. Such leaving or mailing of notice shall be
deemed the time of giving such notice.

         SECTION 2. Notice to Directors and Officers. Whenever by law or these
bylaws notice is required to be given to any director or officer, such notice
may be given in any one of the following ways: by personal notice to such
director or officer, by telephone communication with such director or officer
personally, by wire addressed to such director or officer at his then address or
at his address as it appears on the books of the Corporation, or by depositing
the same in writing in the post office or in a letter box in a post-paid, sealed
wrapper addressed to such director or officer at his then address or at his
address as it appears on the books of the Corporation; and the time when such
notice shall be mailed or consigned to a telegraph company for delivery shall be
deemed to be the time of the giving of such notice.

         SECTION 3. Waiver of Notice. Notice to any stockholder or director of
the time, place and purpose of any meeting of stockholders or directors required
by these bylaws may be dispensed with if such stockholder shall either attend in
person or by proxy, or if such director shall attend in person, or if such
absent stockholder or director shall, in writing filed with the records of the
meeting either before or after the holding thereof, waive such notice.

                                   ARTICLE XI

                     VOTING OF STOCK IN OTHER CORPORATIONS.

         Any stock in other corporations, which may from time to time be held by
the Corporation may be represented and voted at any meeting of stockholders of
such other corporations by the Chairman of the Board, Vice-Chairman of the
Board, President, or a Vice President or by proxy or proxies appointed by any
one of said officers or otherwise pursuant to authorization thereunto given by a
resolution of the Board of Directors adopted by a vote of the majority of the
Directors.

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                                  ARTICLE XII

                                  AMENDMENTS.

         These bylaws may be added to, altered, amended, repealed or suspended
by a majority vote of the entire Board of Directors at any regular meeting of
the Board or at any special meeting called for that purpose. Any action of the
Board of Directors in adding to, altering, amending, repealing or suspending
these bylaws shall be reported to the stockholders at the next annual meeting
and may be changed or rescinded by majority vote of all of the stock then
outstanding and entitled to vote. In no event shall the Board of Directors have
any power to amend this Article.

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