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                                                                    EXHIBIT 3(B)

                                                 AS AMENDED AS OF APRIL 21, 2004

                                     BY-LAWS

                                       OF

                           DORAL FINANCIAL CORPORATION

                                    ARTICLE I

                               REGISTERED OFFICES

         Section 1.        Registered Office and Registered Agent. The location
of the registered office and the name of the registered agent of the Corporation
in the Commonwealth of Puerto Rico shall be such as shall be determined from
time to time by the Board of Directors and on file in the appropriate public
offices of the Commonwealth of Puerto Rico pursuant to applicable provisions of
law.

         Section 2.        Corporate Offices. The Corporation may have such
other corporate offices and places of business anywhere within or without the
Commonwealth of Puerto Rico as the Board of Directors may from time to time
designate or the business of the Corporation may require.

                                   ARTICLE II

                           MEETING OF THE SHAREHOLDERS

         Section 1.        Annual Meeting. The annual meeting of the
shareholders for the election of the directors and for such other business as

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may come before the meeting shall be held at such place, either within or
without of the Commonwealth of Puerto Rico, and at such time and date as the
Board of Directors, by resolution, shall determine and set forth in the notice
of meeting. In the event the Board of Directors fails so to determine the time,
date and place of the meeting, the annual meeting of shareholders shall be held
on the third Wednesday in April of each year at the place and time fixed by the
Board of Directors.

         Section 2.        Special Meeting. Special meetings of the
shareholders, for any purposes, unless otherwise prescribed by statute, may be
called by the Chairman of the Board, or upon the request of the majority of the
Board of Directors.

         Section 3.        Place of Meeting. Any meeting of the shareholders may
be held at such place, either within or without the Commonwealth of Puerto
Rico, as may be specified in the call and notice thereof or in the waiver of
notice thereof signed by all the shareholders.

         Section 4.        Notice of Meeting. Written or printed notice of each
meeting of shareholders, whether annual or special, stating the place, date and
time of the meeting and in the case of a special meeting, the purpose or
purposes thereof, shall be given to each shareholder of record entitled to vote
at such meeting either personally or by mail, not less than ten (10) days nor
more than sixty (60) days prior to the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States Mail, addressed to
the shareholder at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid. Notice of any meeting of shareholders
shall not be required to be given to any shareholder who shall have waived such

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notice either before or after the time fixed for holding such meeting, and such
notice shall be deemed waived by any shareholder who shall attend such meeting
in person or by proxy, except a shareholder who shall attend such meeting for
the express purpose of objecting at the beginning of the meeting to the
transaction of any business because the meeting is not lawfully called or
convened. Notice of any adjourned meeting of the shareholders shall not be
required to be given.

         Section 5.        Voting. Each shareholder entitled to vote in
accordance with the terms of the Certificate of Incorporation and in accordance
with the provisions of these By-Laws shall be entitled to one vote, in person or
by proxy, for each share of stock entitled to vote held by such shareholder, but
no proxy shall be voted after three years from its date unless such proxy
provides for a longer period. At all meetings of shareholders the voting may be
viva voce, except that, unless otherwise provided by the Certificate of
Incorporation, voting for the election of directors will be ballot and except
that any qualified voter may demand a vote by ballot on any other matter, in
which case vote shall be by ballot.

         A complete list of the shareholders entitled to vote at the ensuing
election, arranged in alphabetical order, with the address of each, and the
number of shares held by each, shall be open to the examination of any
shareholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the meeting
and place of the meeting during the whole time thereof, and may be inspected by
any shareholder who is present.


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         Section 6.        Quorum. Except as otherwise required by statute, by
the Certificate of Incorporation or by these By-laws, the holders of a majority
of the outstanding shares of the Corporation entitled to vote, present in person
or represented by proxy, shall constitute a quorum at any meeting of the
shareholders. In the absence of a quorum at any meeting, or any adjournment
thereof, a majority in interest of the shareholders present in person or
represented by proxy may adjourn the meeting from time to time without further
notice other than announcement at the meeting, until a quorum is present. At any
such adjourned meeting at which a quorum shall be present, any business may be
transacted which might have been transacted at the meeting as originally
noticed; but only those shareholders entitled to vote at the meeting originally
noticed shall be entitled to vote at any adjournment or adjournments thereof.
The shareholders present at a duly held meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. If the adjournment is for more than
thirty (30) days, or if after such adjournment a new record date is fixed for
the adjournment meeting, a notice of the adjourned meeting shall be given to
each shareholder of record entitled to vote at the meeting.

         Section 7.        Proxies. At all meetings of shareholders, the vote of
any shareholder may be cast in person or by his proxy or proxies (who need not
be shareholders) appointed by an instrument in writing subscribed by such
shareholder or by his duly authorized attorney-in-fact and delivered to the
secretary of the meeting. No appointment of proxy shall be valid after three
years from the date thereof, unless otherwise provided.


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         Section 8.        Voting of Shares by Certain Holders. Shares
outstanding in the name of another corporation may be voted by such officer,
agent or proxy as the by-laws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.

         Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares to his name or to the name of his
nominee.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.

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         Section 9.        Shareholder Proposals. A notice of a shareholder to
make a nomination or to bring any other matter before a meeting shall be made in
writing and received by the Secretary of the Corporation (a) in the event of an
annual meeting of shareholders, not more than 180 days and not less than 90 days
in advance of the anniversary date of the immediately preceding annual meeting
provided, however, that in the event that the annual meeting is called on a date
that is not within thirty days before or after such anniversary date, notice by
the shareholder in order to be timely must be so received not later than the
close of business on the fifteenth day following the day on which notice of the
date of the annual meeting was mailed or public disclosure of the date of the
annual meeting was made, whichever first occurs; or (b) in the event of a
special meeting of shareholders, such notice shall be received by the Secretary
of the Corporation not later than the close of the fifteenth day following the
day on which notice of the meeting is first mailed to shareholders or public
disclosure of the date of the special meeting was made, whichever first occurs.

         Every such notice by a shareholder shall set forth:

                  (a)      the name and residence address of the shareholder of
the Corporation who intends to make a nomination or bring up any other matter;

                  (b)      a representation that the shareholder is a holder of
the Corporation's voting stock (indicating the class and number of shares owned)
and intends to appear in person or by proxy at the meeting to make the
nomination or bring up the matter specified in the notice;

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                  (c)      with respect to notice of an intent to make a
nomination, a description of all arrangements or understandings among the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder;

                  (d)      with respect to an intent to make a nomination, such
other information regarding each nominee proposed by such shareholder as would
have been required to be included in a proxy statement filed pursuant to the
proxy rules of the Securities and Exchange Commission had each nominee been
nominated by the Board of Directors of the Corporation; and

                  (e)      with respect to the notice of an intent to bring up
any other matter, a description of the matter, and any material interest of the
shareholder in the matter.

         Notice of intent to make a nomination shall be accompanied by the
written consent of each nominee to serve as director of the Corporation if so
elected.

         At the meeting of shareholders, the Chairman shall declare out of order
and disregard any nomination or other matter not presented in accordance with
this section.

         Section 10.       Serial Preferred Stock. As set forth in the
Corporation's Certificate of Incorporation, the Board of Directors shall have
authority to determine the voting rights, if any, of any series of preferred
stock, provided, however, that no series of serial preferred stock shall be
granted more than one vote per share (or a number of votes equal to the number
of shares of common stock issuable upon conversion of the shares of any series
of convertible preferred stock). Anything herein to the contrary

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notwithstanding, this provision shall not be interpreted as preventing the Board
of Directors from granting such voting rights as may be required for listing the
shares of preferred stock on any stock exchange or stock quotation system.

                                   ARTICLE III

                               BOARD OF DIRECTORS

         Section 1.        General Powers. The business and affairs of the
Corporation shall be under the direction of its Board of Directors. The Board of
Directors may exercise all such powers of the Corporation, and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or these By-laws directed or required to be exercised by the
shareholders.

         Section 2.        Number, Tenure and Qualifications. The number of
directors shall be not less than five nor more than eleven, as determined from
time to time by resolution of the Board of Directors. Each director shall hold
office until the next annual election of directors and until his successor shall
be duly elected and qualified, or until his death, resignation or removal. No
director need be a shareholder of the Corporation.

         Section 3.        Meetings. The first meeting of each newly elected
Board of Directors shall be held immediately after, and at the same place as the
annual election of directors, if a quorum shall be then present, in which case
notice of such meeting need not be given. The Board of Directors may provide, by
resolution, the time and place, either within or without the Commonwealth of
Puerto Rico, for the holding of other regular meetings without other notice than
such resolution.

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                  Special meetings of the Board of Directors may be called by or
at the request of the Chairman of the Board or any two directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the Commonwealth of Puerto Rico, as the
place for holding any special meeting of the Board of Directors called by them.

         Section 4.        Participation in Meeting by Telephone or Similar
Communication Equipment. Unless otherwise restricted by the Certificate of
Incorporation or by these By-Laws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any 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 in a meeting shall
constitute presence in person at the meeting.

         Section 5.        Notice. Notice of any special meeting shall be given
at least three (3) days prior thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram, facsimile
transmission or other electronic communication, unless the special meeting is
called for an emergency, in which case such notice shall be given at least one
(1) day prior to the special meeting. If mailed, such notice shall be deemed to
be delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. If notice
is given by facsimile transmission such notice shall be deemed to be delivered
on the date of transmission with confirmed receipt. Each such notice shall state
the time, place and purposes thereof except as otherwise in these By-laws

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expressly provided. Unless required by the laws of the Commonwealth of Puerto
Rico or by these By-laws, such notice shall not be required to be given to any
director who shall be present at such meeting, or who shall waive such notice in
writing or by telegraph, cable or radio, whether before or after the meeting,
and any meeting of the Board of Directors shall be a legal meeting without any
notice thereof having been given if all of the directors shall be present
thereat. Whenever the provisions of the laws of the Commonwealth of Puerto Rico
or the Certificate of Incorporation of the Corporation or these By-laws require
that a meeting of the directors shall be duly called for a specific purpose, or
that a certain notice of the time, place and purposes of any such meeting shall
be given, in order that certain action may be taken at such meeting, a written
waiver of notice of the time, place and purposes of such meeting, whether
regular or special, signed by every director not present in person, either
before or after the time fixed for holding said meeting, shall be deemed
equivalent to such call and notice, and such action if taken at any such meeting
shall be as valid as it call and notice had been duly given.

         Section 6.        Quorum. Four directors shall constitute a quorum for
the transaction of business at any meeting of the Board of Directors, but if
less than such a quorum is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.

         Section 7.        Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

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         Section 8.        Removal of Directors. Any director may be removed,
either with or without cause, at any time, by the affirmative vote of the
holders of a majority of the outstanding stock entitled to vote for the election
of directors of the Corporation, at a special meeting of the shareholders called
and held for such purpose.

         Section 9.        Vacancies. Any vacancy or vacancies in the Board of
Directors resulting from death, resignation, removal, an increase in the
authorized number of directors, or any other cause, may be filled by a majority
vote of the remaining directors, though less than a quorum, or by the
shareholders of the Corporation at the next annual meeting or any special
meeting called for such purpose, and each director so elected shall hold office
until the next annual election of directors and until his successor shall be
duly elected and qualified, or until his death, resignation or removal.

         Section 10.       Compensation. By resolution of the Board of
Directors, the directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors or any Committee thereof, and may be paid
such fee for attendance at each meeting of the Board of Directors or such stated
salary as director as shall be fixed by the Board of Directors; provided
however, that directors who are also employees of the Corporation shall not be
paid any additional fees or salary besides what they are entitled to receive as
employees of the Corporation. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor.

         Section 11.       Standing and Other Committees. (a) There shall be an
Audit Committee of the Board of Directors elected annually at the first meeting

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of the Board of Directors following the annual meeting of shareholders. The
Audit Committee shall consist of one or more members selected from the members
of the Board of Directors, none of whom shall be officers or employees of the
Corporation or any of its subsidiaries. The Board of Directors shall designate a
Chairman of the Audit Committee from among the members of the Audit Committee
and a Secretary who may, but need not, be a member of the Audit Committee or of
the Board of Directors. The members of the Audit Committee shall hold office
until the next annual meeting of the Board of Directors, or until their
successors are elected. The Audit Committee shall meet with the Corporation's
independent auditors and review the financial statements of the Corporation,
including the notes thereto, contained in the annual report to shareholders, and
the auditors' certificate relating to such financial statements and notes. Each
member of the Audit Committee shall be supplied a copy of the auditors' comments
and suggestions made to management and a copy of management's reply thereto. The
Audit Committee shall report to the Board of Directors on the matters referred
to in the preceding two sentences. The Secretary of the Corporation shall advise
the Corporation's auditors of the names of the members of the Audit Committee
promptly after their election and the auditors shall have the right to appear
before and be heard at any meeting of the Audit Committee. The Secretary shall
advise the Corporation's auditors of the foregoing.

                  (b)      There shall be a Compensation Committee of the Board
of Directors elected annually at the first meeting of the Board of Directors
following the annual meeting of shareholders. The Compensation Committee shall
consist of one or more members selected from the members of the Board of
Directors. The Board of Directors shall designate a Chairman from among the
members of the Compensation Committee and a Secretary who may, but need not, be

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a member of the Compensation Committee or of the Board of Directors. The members
of the Compensation Committee shall hold office until the next annual meeting of
the Board of Directors, or until their successors are elected. The Committee
shall on an annual basis review the compensation of the executive officers of
the Corporation, review possible incentive compensation plans for the employees
of the Corporation in general, and make recommendations to the Board of
Directors with respect thereto. The Compensation Committee shall have such
responsibilities in the administration of the Corporation's employee benefit
plans as may be set forth in such plans and as the Board of Directors, pursuant
to such plans, may determine.

                  (c)      The Board of Directors may, by resolution or
resolutions passed by a majority of the whole Board, designate one or more
committees to consist of two or more of the directors of the Corporation. Any
such committee, to the extent provided in the resolution or resolutions or in
these By-laws, shall have and may exercise the powers of the Board of Directors
(to the extent permitted by the laws of the Commonwealth of Puerto Rico) in the
management of the business and the affairs of the corporation and may have power
to authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.

                  (d)      Procedures; Meetings; Quorum. Committees shall meet
at such times and at such place or places as may be provided by such rules of
procedure as the Committee may adopt, or by resolution of the Board of
Directors. At every meeting of the committee the presence of a majority of all
the members shall be necessary to constitute a quorum and the affirmative vote

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of a majority of the members present shall be necessary for the adoption by it
of any resolution.

         Section 12.       Action Without a Meeting. Any action required to be
taken at a meeting of the Board of Directors, or any action which may be taken
at a meeting of the Board of Directors or a committee thereof, may be taken
without a meeting if a consent in writing, setting forth the action so to be
taken, is signed by all the directors or all the members of the committee, as
the case may be, and filed in the minutes of the proceedings of the Board or of
the committee. Such consent shall have the same effect as a unanimous vote.

         Section 13.       Directors Emeritus. The Board of Directors may
authorize one or more persons to serve as a directors emeritus. These positions
shall be honorary positions and persons elected to those positions may be asked
to attend meetings of the Board of Directors and meetings of the shareholders
from time to time. A person holding an emeritus position shall not be an officer
or director of the Corporation, shall have no vote at a director's meeting and
shall receive no fees for service in that position, unless otherwise provided by
the Board of Directors. A person filing an emeritus position shall be requested
to do so because of his or her experience with and contributions to the
Corporation.

                                   ARTICLE IV

                                    OFFICERS

         Section 1.        Officers. The officers of the Corporation shall be a
Chairman of the Board, a President, a Treasurer and a Secretary. In addition,
the Board of Directors may elect a Vice Chairman of the Board, one or more Vice

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Presidents, Assistant Treasurers, Assistant Secretaries and such other officers,
assistant officers and agents as it may deem advisable. More than two offices
may be held by the same person.

         Section 2.        Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be elected annually at
the first meeting of the Board of Directors following the annual election of
directors. If the election of officers shall not be held at such meeting, such
election shall be held as soon thereafter as may be convenient. Each officer
shall hold office until his successor shall be duly elected and qualified or
until his death or until he shall resign or shall have been removed in the
manner hereinafter provided.

         Section 3.        Removal of Officers. Any officer may be removed,
either with or without cause, by the vote of a majority of the whole Board of
Directors or, except in case of any officer elected by the Board of Directors,
by any superior officer upon whom the power of removal may be conferred by the
Board of Directors or by these By-laws.

         Section 4.        Vacancies. A vacancy in any office resulting from
death, resignation, removal, or any other cause, may be filled by the Board of
Directors for the unexpired portion of the term.

         Section 5.        The Chairman of the Board. The Chairman of the Board
shall be the chief executive officer of the Corporation and shall have
responsibility for the general and active management and supervision of the
business of the Corporation, and shall see that all orders and resolutions of
the Board of Directors are carried into effect. He shall have authority to
execute all conveyances, contracts, or other obligations in the name of the

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Corporation except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer, employee or agent of
the Corporation. He shall preside at all meetings of the shareholders and
directors and shall be ex-officio a member of all standing committees of the
Board.

         Section 6.        The President. The President shall be the chief
operating officer of the Corporation and, in the absence or disability of the
Chairman and Chief Executive Officer, perform the duties and exercise the powers
of the Chairman of the Board. He shall have, as shall the Chairman, power to
execute all conveyances, contracts or other obligations in the name of the
Corporation, except where the signing and execution thereof shall be expressly
delegated by the Board of Directors to some other officer, employee or agent of
the Corporation.

         Section 7.        The Vice Presidents. Each vice president shall have
such powers and perform such duties as the Board of Directors may determine or
as may be assigned to him by the Chairman of the Board. In the absence of the
Chairman of the Board and the President or in the event of their death, or
inability or refusal to act, the Vice President (or in the event there be more
than one vice president, the vice presidents in the order designated at the time
of their election, or in the absence of any designation, then in the order of
their election) shall perform the duties of the Chairman of the Board and the
President, and when so acting, shall have all the powers and be subject to all
the restrictions upon such officers.

         Section 8.        The Secretary. The Secretary shall (a) keep the
minutes of the meetings of the shareholders, the Board of Directors, all

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standing committees and all other committees, if any of which a secretary shall
not have been appointed, in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions of these
By-laws and as required by law; (c) be custodian of the corporate records and of
the seal of the Corporation and see that the seal of the Corporation is affixed
to all documents, the execution of which on behalf of the Corporation under its
seal is duly authorized; and (d) in general perform all duties incident to the
office of secretary and such other duties as from time to time may be assigned
to him by the Chairman of the Board, the President or by the Board of Directors.

         Section 9.        The Treasurer. The Treasurer shall (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation and (b) in general 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 Chairman of the Board, the President or by the Board of Directors. He shall,
if required by the Board of Directors, give a bond for the faithful discharge of
his duties in such sum and with such surety or sureties as the Board of
Directors shall determine.

         Section 10.       Assistant Secretaries and Assistant Treasurers. At
the request of the Secretary or in his absence or disability, one or more
assistant secretaries designated by him or by the Board of Directors shall have
all the powers of the Secretary. At the request of the Treasurer or in his
absence or disability, one or more assistant treasurers designated by him or by
the Board of Directors shall have all the powers of the treasurer. The assistant
secretaries and assistant treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by

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the Chairman of the Board, the President or the Board of Directors.

         Section 11.       Action With Respect to Securities of Other
Corporations. Unless otherwise directed by the Board of Directors, the Chairman
of the Board, the President or their designees shall have power to vote and
otherwise act on behalf of the Corporation, in person or by proxy, at any
meeting of shareholders of or with respect to any action of shareholders of any
other corporation in which this Corporation may hold securities and to otherwise
exercise any and all rights and powers which this Corporation may possess by
reason of its ownership of securities in such other corporation.

                                    ARTICLE V

                         CONTRACTS, CHECKS AND DEPOSITS

         Section 1.        Contracts. Except as otherwise provided by law, these
By-laws or resolutions of the Board of Directors, any contract or other
instrument shall be valid and binding on the Corporation if executed and
delivered in its name and on its behalf by the Chairman of the Board, the
President or in the absence or disability of the Chairman or the President by
any vice president. The Board of Directors may, however, authorize any other
officer or officers or other agent or agents to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.

         Section 2.        Checks, Drafts, etc. All checks, drafts or other
orders for the payment of money, notes, or other evidences of indebtedness
issued in the name of the Corporation shall be signed by such officer or

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officers or other agent or agents of the Corporation and in such manner as shall
from time to time be determined by resolution of the Board of Directors. Each of
such officers and agents shall give such bond, if any, as the Board of Directors
may require.

         Section 3.        Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies, or other depositaries as the Board of Directors
may select or as may be designated by any officer or officers of the
Corporation.

                                   ARTICLE VI

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

         Section 1.        Certificates for Shares. Every holder of shares of
the Corporation shall be entitled to have a certificate representing all shares
to which he is entitled. The certificates shall be signed by the President or
any Vice President and the Secretary or an Assistant Secretary. Such signatures
may be facsimiles if the certificate is manually signed on behalf of a transfer
agent or registrar other than the Corporation itself or an employee of the
Corporation. In case any officer who signed, or whose facsimile signature has
been placed upon, such certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of its issuance. No certificate
shall be issued for any share until the share is fully paid. The person in whose
name any shares shall stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of

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shares shall have been surrendered and cancelled, except as otherwise provided
in the Certificate of Incorporation and except that in case of a lost,
destroyed, or mutilated certificate a new one may be issued therefor upon such
terms and indemnity to the Corporation as the Board of Directors may prescribe.

         Section 2.        Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock transfer books of the Corporation by
the holder of record thereof or by his legal representative who shall furnish
proper evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed, and on surrender for cancellation
of the certificate for such shares.

         Section 3.        Shareholders Record Date. In order that the
Corporation may determine the shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action. A determination of shareholders of record entitled to notice of or
to vote at a meeting of shareholders 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.

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                                   ARTICLE VII

                                   FISCAL YEAR

         The fiscal year of the Corporation shall be the calendar year, unless
otherwise determined by the Board of Directors.

                                  ARTICLE VIII

                                      SEAL

         The corporate seal of the Corporation shall be in the form of a circle
and shall include the name of the Corporation and reference to the year and
place of its incorporation.

                                   ARTICLE IX

                                 INDEMNIFICATION

         Section 1.        Actions Other than those by or in the Right of the
Corporation. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The

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termination of any action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendre or its equivalent, shall not of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action or
proceeding, has reasonable cause to believe that his conduct is unlawful.

         Section 2.        Actions by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
judgments, fines and amount paid in settlement actually and reasonably incurred
by him in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case such person is fairly
and reasonably entitled to indemnity for such expenses which such court shall
deem proper.

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                                       23


         Section 3.        Actual Expenses After Success on Merits. To the
extent that a director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually reasonably incurred by him in connection therewith.

         Section 4.        Authorization. Any indemnification under Sections 1
and 2 (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in Sections 1 and 2. Such
determination shall be made (a) by the Board of Directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit or
proceedings, or (b) if such a quorum is not obtainable, or even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel (who
may be general counsel to the Corporation) in a written opinion, or (c) by the
shareholders if submitted to them by the Board of Directors.

         Section 5.        Payment of Expenses in Advance. Expenses incurred in
defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if, shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this article.

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                                       24


         Section 6.        Indemnification Non-Exclusive. The indemnification
provided by this article shall not be deemed exclusive of any other rights to
which those seeking indemnification may be entitled under any law, agreement,
vote of shareholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person. Notwithstanding any other
provisions set forth in this Section, the indemnification authorized and
provided hereby shall be applicable only to the extent that any such
indemnification shall not duplicate indemnity or reimbursement which such person
has received or shall receive otherwise than under this Article.

         Section 7.        Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the powers to indemnify him
against such liability under the provisions of this Article or otherwise.

         Section 8.        Indemnification Rights Deemed to be Agreement. The
indemnification rights provided under this Article IX shall be deemed to be a
binding legal agreement with each officer and director of the Corporation
entitled to indemnification hereunder.

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                                       25


         Section 9.        Separability. This Article shall be interpreted to
provide indemnification to the fullest extent permitted by law. If any part of
this Article shall be found to be invalid or ineffective in any action, suit or
proceeding, the validity and the effect of the remaining parts shall not be
affected. The provisions of this Article shall be applicable to all actions,
claims, suits or proceedings, whether made or commenced before or after the
adoption hereof and whether arising from acts or omissions to act occurring
before or after its adoption.

                                    ARTICLE X

                                   AMENDMENTS

         These By-Laws may be altered, amended or repealed, and new By-Laws may
be adopted, by the Board of Directors or by the affirmative vote of the
majority of the shares of outstanding capital stock having voting rights.