AMENDED AND RESTATED BYLAWS
 
                                      OF
 
                        CITIZENS FIRST FINANCIAL CORP.
 
 
 
 
 
 
 
 
 
 
 
 
 
                          As Adopted on August 28, 2000
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                               Table of Contents
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ARTICLE I STOCKHOLDERS....................................................     1
 
Section 1.     Annual Meeting.............................................     1
Section 2.     Special Meetings...........................................     1
Section 3.     Notice of Meetings.........................................     1
Section 4.     Quorum.....................................................     1
Section 5.     Organization...............................................     2
Section 6.     Conduct of Business........................................     2
Section 7.     Proxies and Voting.........................................     4
Section 8.     Stock List.................................................     4
Section 9.     Consent of Stockholders in Lieu of Meeting.................     5
 
ARTICLE II BOARD OF DIRECTORS.............................................     5
 
Section 1.     General Powers, Number, Term of Office, Limitations
               and Qualifications.........................................     5
Section 2.     Vacancies and Newly Created Directorships..................     7
Section 3.     Regular Meetings...........................................     7
Section 4.     Special Meetings...........................................     7
Section 5.     Quorum.....................................................     7
Section 6.     Participation in Meetings by Conference Telephone..........     7
Section 7.     Conduct of Business........................................     8
Section 8.     Powers.....................................................     8
Section 9.     Compensation of Directors..................................     8
 
ARTICLE III COMMITTEES....................................................     9
 
Section 1.     Committees of the Board of Directors.......................     9
Section 2.     Conduct of Business........................................     9
Section 3.     Nominating Committee.......................................     9
 
ARTICLE IV OFFICERS.......................................................    10
 
Section 1.     Generally..................................................    10
Section 2.     Chairman of the Board of Directors.........................    10
Section 3.     President and Chief Executive Officer......................    10
Section 4.     Vice President.............................................    10
Section 5.     Secretary..................................................    11
Section 6.     Treasurer..................................................    11
Section 7.     Assistant Secretaries and Other Officers...................    11
Section 8.     Action with Respect to Securities of Other Corporations....    11
 
ARTICLE V STOCK...........................................................    11
 
Section 1.     Certificates of Stock......................................    11
Section 2.     Transfers of Stock.........................................    12
Section 3.     Record Date................................................    12
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Section 4.     Lost, Stolen or Destroyed Certificates.....................   12
Section 5.     Regulations................................................   12
 
ARTICLE VI NOTICES........................................................   13
 
Section 1.     Notices....................................................   13
Section 2.     Waivers....................................................   13
 
ARTICLE VII MISCELLANEOUS.................................................   13
 
Section 1.     Facsimile Signatures.......................................   13
Section 2.     Corporate Seal.............................................   13
Section 3.     Reliance Upon Books, Reports and Records...................   13
Section 4.     Fiscal Year................................................   14
Section 5.     Time Periods...............................................   14
 
ARTICLE VIII AMENDMENTS...................................................   14
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                          AMENDED AND RESTATED BYLAWS
 
                                      OF
 
                        CITIZENS FIRST FINANCIAL CORP.
 
 
                                   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 (10) days 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 a majority of all of the
shares of the stock entitled to vote at the meeting, present in person or by
proxy (after giving effect to the provisions of Article Fourth of the
Corporation's Certificate of Incorporation), shall constitute a quorum for all
 
                                      -1-
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purposes, unless or except to the extent that the presence of a larger number
may be required by law. Where a separate vote by a class or classes is required,
a majority of the shares of such class or classes present in person or
represented by proxy (after giving effect to the provisions of Article Fourth of
the Corporation's Certificate of Incorporation) shall constitute a quorum
entitled to take action with respect to that vote on that matter.
 
     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 in person or by proxy constituting a quorum, then except as otherwise
required by law, those present in person or by proxy 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 procedures 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 date and time of the opening and closing of the polls for each matter upon
which the stockholders will vote at the meeting shall be announced at the
meeting.
 
     (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
and such proposed business must otherwise be a proper matter for stockholder
action.  To be timely, a stockholder's notice must be delivered to or mailed to
and received by the Secretary at the principal executive offices of the
Corporation not less than one hundred twenty (120) days nor more than one
hundred fifty (150) days in advance of the anniversary of the mailing date of
the proxy statement for the preceding year's annual meeting.  In no event shall
the public or other announcement of an adjournment of an annual meeting or the
adjournment thereof commence a new time period for the giving of a stockholder's
notice as described above.  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
 
                                      -2-
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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 proposing 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 Bylaws to the
contrary, no business shall be brought before or conducted at an annual meeting
except in accordance with the 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 such person should so determine, such person 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 Bylaws shall be eligible for election as Directors. Nominations
of persons for election to the Board of Directors shall be brought before an
annual 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(c).
Nominations by the Board of Directors to fill any vacancy, or for election to
the Board for which proxies will be solicited by the Board, shall be made by the
Board after consideration of recommendations of the Nominating Committee of the
Board. In order to facilitate that Committee's review, recommendations to the
Board of Directors by any stockholder for the nomination for election as
Director of any one or more persons shall be made in writing (and shall include
a Director qualification, eligibility and disclosure questionnaire, as shall be
approved by the Board of Directors (hereafter "Director Qualification,
Eligibility and Disclosure Questionnaire"), completed by the proposed nominee)
and be delivered or mailed to the Secretary of the Corporation within the period
specified in this Section 6(c). For nominations 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 to or mailed to and received by the
Secretary at the principal executive offices of the Corporation not less than
one hundred twenty (120) days nor more than one hundred fifty (150) days in
advance of the anniversary of the mailing date of the proxy statement for the
preceding year's annual meeting. In no event shall the public or other
announcement of an adjournment of an annual meeting or the adjournment thereof
commence a new time period for the giving of a stockholder's notice as described
above. Such stockholder's notice to the Secretary shall contain a representation
that: (i) the stockholder is, and will be on the record date, a beneficial owner
or a holder of record of stock of the Corporation entitled to vote at such
meeting; (ii) the stockholder has, and will have on the record date, full voting
power with respect to such shares; and (iii) the stockholder intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice. Additionally, each such notice shall include: (a) the name and
address of the stockholder who intends to make the nomination and of the person
or persons to be nominated; (b) a description of all arrangements or
understandings between the stockholder and each proposed 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 stockholder; (c) the number and
kinds of securities of the Corporation held beneficially or of record by each
proposed nominee; (d) such
 
                                      -3-
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other information regarding each proposed nominee as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission for the initial election of such proposed
nominee for Director (including such person's written consent to be named in the
proxy statement as a nominee); (e) the consent of each proposed nominee to serve
as a Director if so elected; and (f) a completed Director Qualification,
Eligibility and Disclosure Questionnaire. Any such notice of stockholder's
intent, and any nomination based thereon, which is not fully in compliance with
the requirements of this Section 6(c), or which contains any information which
is false or misleading, shall be void and of no effect. Notwithstanding anything
in these Bylaws to the contrary, only such persons who are nominated in
accordance with the procedures set forth in this Section 6(c) shall be eligible
for election as Directors. 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 a nomination was not made in accordance with the
provisions of this Section 6(c) and, if such person should so determine, such
person shall so declare to the meeting and any such defection nomination shall
be disregarded.
 
Section 7.  Proxies and Voting
 
     At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting. Any facsimile
telecommunication or other reliable reproduction of the writing or transmission
created pursuant to this paragraph may be substituted or used in lieu of the
original writing or transmission for any and all purposes for which the original
writing or transmission could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of the
entire original writing or transmission.
 
     All voting, including on the election of Directors but excepting where
otherwise required by law or by the governing documents of the Corporation, may
be made by a voice vote; provided, however, that upon demand therefor by a
stockholder entitled to vote or his or her proxy, a stock vote shall be taken.
Every stock vote shall be taken by ballot, each of which shall state the name of
the stockholder or proxy voting and such other information as may be required
under the procedures established for the meeting. The Corporation shall, in
advance of any meeting of stockholders, appoint one or more inspectors to act at
the meeting and make a written report thereof. The Corporation may designate one
or more persons as alternate inspectors to replace any inspector who fails to
act. If no inspector or alternate is able to act at a meeting of stockholders,
the person presiding at the meeting shall appoint one or more inspectors to act
at the meeting. Each inspector, before entering upon the discharge of his
duties, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of his ability.
 
     All elections shall be determined by a plurality of the votes cast, and
except as otherwise required by law or the Certificate of Incorporation, all
other matters shall be determined by a majority of the votes cast.
 
Section 8.  Stock List
 
     A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and showing
the address of each such stockholder and the number of shares registered in his
or her name, shall be open to the examination of any such
 
                                      -4-
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stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) 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 stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such stockholder
who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.
 
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 an annual or special meeting
of stockholders of the Corporation and may not be effected by any consent in
writing by such stockholders.
 
                                  ARTICLE II
                              BOARD OF DIRECTORS
 
Section 1.  General Powers, Number, Term of Office, Limitations and
Qualifications
 
     The business and affairs of the Corporation shall be under the direction of
its Board of Directors. 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 such designation shall be five.
The Board of Directors shall annually elect a Chairman of the Board from among
its members who shall, when present, 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, with respect to the time
for which they severally hold office, into three classes, with the term of
office of the first class to expire at the first annual meeting of stockholders,
the term of office of the second class to expire at the annual meeting of
stockholders one year thereafter and the term of office of the third class to
expire at 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, Directors elected to
succeed those Directors whose terms then expire shall be elected for a term of
office to expire at 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.
 
     Directors shall, in order to qualify as such, have their primary domicile
in a county in which Citizens Savings Bank, a wholly-owned subsidiary of the
Corporation, has its home office or a full service branch office.
 
     In order to be eligible for nomination, election, appointment or service as
a member of the Board of Directors, an individual must meet the following
qualifications:
 
          (a)  Directors must be at least twenty-one years of age;
 
                                      -5-
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          (b)  Directors must meet any and all qualifications established for
     Directors of bank holding companies and banks by any Federal or state
     banking agency having regulatory authority over or concerning the
     Corporation or any of its subsidiaries;
 
          (c)  Directors shall not be Officers, Directors or employees of any
     depository institution or depository institution holding company other than
     the Corporation or its subsidiary, or other institutions or companies in
     which the Corporation may own stock; and
 
          (d)  Directors shall not be persons who have been removed or
     disqualified by operation of law or regulation from being or serving as a
     stockholder, Director, Officer or employee of an insured financial
     institution, or persons who have been the subject of a formal enforcement
     decision or order brought by any Federal or state banking regulatory
     agency.
 
     In managing the business and affairs of the Corporation, the Board of
Directors oversees the practices and conditions of the Corporation's affiliate
financial institutions to assure that they engage in safe and sound practices
and that they remain in a safe and sound condition and that they operate in
accordance with applicable laws and regulations all in order to maintain public
confidence and protect the public interest and the interest of depositors,
creditors and stockholders. Therefore, in addition to the foregoing
qualifications, in order for any nominee to be eligible to be elected to or to
serve on the Board of Directors, the nominee must have a history of conducting
his or her own personal and business affairs in a safe and sound manner, in a
safe and sound condition, in accordance with applicable laws and regulations,
and without substantial conflicts of interests. Prior to their nomination, all
potential Director nominees shall complete under oath a Director Qualification,
Eligibility and Disclosure Questionnaire, which questionnaire shall be reviewed
by the Nominating Committee to determine whether each such nominee is eligible
to serve pursuant to the foregoing criteria. The Nominating Committee shall,
within thirty (30) days after receipt by the Secretary of the Corporation of any
stockholder's notice of intent to make a nomination for election of Directors
satisfying the requirements of Article I, Section 6(c) hereof, determine whether
the proposed nominee is qualified to serve, and, within such period, the
Secretary of the Corporation shall mail written notice of the Committee's
determination to the proposing stockholder. In the event that the Committee
determines that any such nominee is not qualified to serve, the Secretary's
notice to the stockholder shall contain a brief description of the reasons for
the Committee's decision and the stockholder shall have ten (10) days from the
date the Secretary's notice was mailed to deliver personally to or otherwise
cause the Secretary to receive either: (i) a request that the Board of Directors
of the Corporation reverse the Committee's decision (with a statement detailing
the reasons why the Board of Directors should take such action); or (ii) a
notice of the stockholder's intent to propose an alternative nominee (any such
notice shall include all of the information required by Article I, Section 6(c)
hereof). The Board of Directors shall consider any such request for reversal of
the Committee's decision at the first regularly scheduled meeting of the Board
of Directors following the date on which the stockholder's request for such
action is received by the Secretary. The Secretary shall mail written notice to
the stockholder of the Board of Directors' decision concerning any such request
within five (5) days after the date of the Board of Directors meeting at which
such request was considered. The Secretary shall mail written notice to the
stockholder of the Committee's decision concerning the eligibility to serve of
any such alternative nominee within
 
                                      -6-
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ten (10) days after the Secretary's receipt of a stockholder's notice of intent
to propose an alternative nominee. All determinations as to eligibility to serve
made by the Nominating Committee, unless reversed by the Board of Directors as
provided herein, shall be binding and conclusive.
 
Section 2.  Vacancies and Newly Created Directorships
 
     Subject to the rights of the holders of any class or series of Preferred
Stock, 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 Directors 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
they have 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.
 
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), by the
Chairman of the Board or the President or, in the event that the Chairman of the
Board or President are incapacitated or otherwise unable to call such meeting,
by the Secretary, 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 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 Whole 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.
 
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.
 
                                      -7-
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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;
 
          (3)  To authorize the creation, making and issuance, in such forms 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 the
     Bylaws, 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.
 
                                      -8-
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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 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 these 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 designates 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. The quorum requirements for each such
committee shall be a majority of the members of such committee unless otherwise
determined by the Board of Directors by a majority vote of the Board of
Directors which such quorum determined by a majority of the Board may be one-
third of such members and all matters considered by such committees 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. 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 Bylaws in order to determine compliance with such Bylaw;
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.
 
                                      -9-
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                                  ARTICLE IV
                                   OFFICERS
 
Section 1.  Generally
 
     (a)  The Board of Directors as soon as may be practicable after the annual
meeting of stockholders shall choose a Chairman of the Board, Chief Executive
Officer, a President, one or more Vice Presidents, a Secretary and a Treasurer
and from time to time may choose such other officers as it may deem proper. The
Chairman of the Board 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 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 shall, subject to the provisions of these Bylaws
and to the direction of the Board of Directors, serve in general executive
capacity and unless the Board has designated another person, when present, shall
preside at all meetings of the stockholders of the Corporation. The Chairman of
the Board shall perform all duties and have all powers which are commonly
incident to the office of the Chairman of the Board or which are delegated to
him or her by the Board of Directors. He or she shall have power to sign all
stock certificates, contracts and other instruments of the Corporation which are
authorized.
 
Section 3.  President and Chief Executive Officer
 
     The President and Chief Executive Officer (the "President") shall have
general responsibility for the management and control of the business and
affairs of the Corporation and shall perform all duties and have all powers
which are commonly incident to the offices of President and Chief Executive
Officer or which are delegated to him or her by the Board of Directors. Subject
to the direction of the Board of Directors, the President shall have power to
sign all stock certificates, contracts and other instruments of the Corporation
which are authorized and shall have general supervision of all of the other
Officers (other than the Chairman of the Board), employees and agents of the
Corporation.
 
Section 4.  Vice President
 
     The Vice President or Vice Presidents shall perform the duties of the
President in his absence or during his inability 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
 
                                     -10-
<PAGE>
 
be properly assigned to them by the Board of Directors, the Chairman of the
Board or the President. A Vice President or Vice Presidents may be designated as
Executive Vice President or Senior Vice President.
 
Section 5.  Secretary
 
     The Secretary or 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 office 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.
Subject to the direction of the Board of Directors, the Secretary shall have the
power to sign all stock certificates.
 
Section 6.  Treasurer
 
     The Treasurer shall be the Comptroller of the Corporation and shall have
the responsibility for maintaining the financial records of the Corporation. He
or she shall make such disbursements of the funds of the Corporation as are
authorized and shall render from time to time an account of all such
transactions and of the financial condition of the Corporation. The Treasurer
shall also perform such other duties as the Board of Directors may from time to
time prescribe. Subject to the direction of the Board of Directors, the
Treasurer shall have the power to sign all stock certificates.
 
Section 7.  Assistant Secretaries and Other Officers
 
     The Board of Directors may appoint one or more Assistant Secretaries and
such other Officers who shall have such powers and shall perform such duties as
are provided in these Bylaws 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.
 
                                   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 Chairman of the Board or the President, and by
the Secretary or an Assistant Secretary, or any Treasurer or Assistant
Treasurer, certifying the number of shares owned by him or her. Any or all of
the signatures on the certificate may be by facsimile.
 
                                     -11-
<PAGE>
 
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 Bylaws,
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 next day 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 or 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.
 
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.
 
                                     -12-
<PAGE>
 
                                  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 effectively given by hand
delivery to the recipient thereof, by depositing such notice in the mails,
postage paid, or by sending such notice by prepaid telegram or mailgram or other
courier. 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 mails or by telegram or
mailgram or other courier, 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 Bylaws, 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 Treasurer or by an Assistant Secretary or an
assistant to the Treasurer.
 
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.
 
                                     -13-
<PAGE>
 
Section 4.  Fiscal Year
 
     The fiscal year of the Corporation shall be as fixed by the Board of
Directors.
 
Section 5.  Time Periods
 
     In applying any provision of these Bylaws 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 Board of Directors may amend, alter or repeal these Bylaws at any
meeting of the Board, provided notice of the proposed change was given not less
than two (2) days prior to the meeting. The stockholders shall also have power
to amend, alter or repeal these Bylaws at any meeting of stockholders provided
notice of the proposed change was given in the notice of the meeting; provided,
however, that, notwithstanding any other provisions of the Bylaws or any
provision of law which might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any particular class or
series of the voting stock required by law, the Certificate of Incorporation,
any Preferred Stock Designation or these Bylaws, the affirmative votes of the
holders of at least 80% of the voting power of all the then-outstanding shares
of the Voting Stock, voting together as a single class, shall be required to
alter, amend or repeal any provisions of these Bylaws.