BYLAWS
                                       OF
                         HARBOR FLORIDA BANCSHARES, INC.
 
 
                                    ARTICLE I
                                      Name
 
SECTION 1. Annual Meeting of Stockholders.
 
     (a) The annual meeting of stockholders of the Corporation,  for the purpose
of electing  Directors and of  transacting  such other  business as may properly
come before the meeting, shall be held on such date, at such place and such time
as shall be designated by the Board of Directors.
 
     (b) To be  properly  brought  before an annual  meeting,  business  must be
either (i) specified in the notice of meeting (or any supplement  thereto) given
by or at the  direction  of the  Board of  Directors,  (ii)  otherwise  properly
brought before the meeting by or at the direction of the Board of Directors,  or
(iii) otherwise properly brought before the meeting by a stockholder.
 
     (c) In addition to any other  applicable  requirements,  for business to be
properly brought before an annual meeting by a stockholder, the stockholder must
have given timely notice thereof in writing to the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered to or mailed and received
at the principal  executive office of the  Corporation,  not later than 120 days
prior to the anniversary  date of the immediately  preceding  annual meeting.  A
stockholder's  notice to the  Secretary  shall set forth as to each  matter  the
stockholder  proposes to bring before the annual meeting (i) a brief description
of the business  desired to be brought before the annual meeting and the reasons
for  conducting  such business at the annual  meeting,  (ii) the name and record
address of the Stockholder  proposing such business,  (iii) the class and number
of shares of the Corporation  which are  beneficially  owned by the stockholder,
and (iv) any material interest of the stockholder in such business.
 
     (d) Notwithstanding  anything in these Bylaws to the contrary,  no business
shall  be  conducted  at the  annual  meeting  except  in  accordance  with  the
procedures set forth in this Article I, provided,  however, that nothing in this
Article I shall be deemed  to  preclude  discussion  by any  stockholder  of any
business properly brought before the annual meeting.
 
     (e)  The  Chairman  of an  annual  meeting  shall,  if the  facts  warrant,
determine  and declare to the meeting that  business  was not  properly  brought
before the meeting in accordance  with the  provisions of this Article 1, and if
he should so determine, he shall so declare to the meeting and any such business
not properly brought before the meeting shall not be transacted.
 
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<PAGE>
 
SECTION 2. Special Meetings of Stockholders.
 
     Subject to the rights of the holders of any class or series of stock having
a preference over the Common Stock as to dividends or upon liquidation,  special
meetings of the stockholders for any purpose may be called only by a majority of
the entire Board of Directors.
 
SECTION 3. Notice of Meeting.
 
     The Secretary shall cause written notice of the time, place and purposes of
each meeting to be mailed,  or delivered  personally,  not less than 10 nor more
than 60 days  before  the date of the  meeting,  to each  stockholder  of record
entitled to vote at the meeting.
 
     Attendance of a person at a meeting of stockholders, in person or by proxy,
constitutes  a waiver of  notice of the  meeting,  except  when the  stockholder
attends a 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.
 
SECTION 4. Quorum.
 
     At any meeting of  stockholders  the holders of a majority of the shares of
the capital  stock of the  Corporation  issued and  outstanding  and entitled to
vote,  present in person or represented by proxy,  shall  constitute a quorum of
the  stockholders  for all purposes  unless a greater or lesser  quorum shall be
provided  by law or by the  Certificate  of  Incorporation  and in such case the
representation  of the  number  so  required  shall  constitute  a  quorum.  The
stockholders  present  in person  or by proxy at a meeting  at which a quorum is
present  may  continue  to  do  business  until   adjournment,   notwithstanding
withdrawal of enough stockholders to leave less than a quorum.
 
     Whether or not a quorum is present,  the meeting may be adjourned from time
to time by a vote of the shares 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 if held at the time specified in the notice thereof.
 
SECTION 5. Organization.
 
     The Chairman of the Board of  Directors,  the Vice Chairman of the Board of
Directors,  the  President,  Senior  Vice  President  or Vice  President  as the
Chairman  of the Board of  Directors  may  designate,  shall act as  Chairman of
meetings of the  stockholders.  The Board of Directors or the  stockholders  may
appoint any  stockholder to act as Chairman of any meeting in the absence of the
Chairman of the Board of Directors, the Vice Chairman of the Board of Directors,
the President, Senior Vice President or Vice President.
 
     The Secretary of the Corporation  shall act as Secretary at all meetings of
the  stockholders;  but in the  absence of the  Secretary,  the  Chairman of the
meeting may appoint any person to act as Secretary of the meeting.
 
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<PAGE>
 
SECTION 6. Voting.
 
     Each holder of Common Stock and any series of Preferred Stock having voting
rights  shall be  entitled  to one vote for each  share of Common  Stock or such
Preferred  Stock held of record on all matters on which  stockholders  generally
are entitled to vote.
 
     Directors shall be elected by ballot and upon demand of any stockholder the
vote upon any question before the meeting shall be by ballot.
 
     Directors shall be elected by a plurality of the votes cast at an election.
 
     All other action shall be authorized by a majority of the votes cast by the
holders of shares entitled to vote thereon, unless a greater vote is required by
law, by the Certificate of Incorporation or these Bylaws.
 
     A stockholder  entitled to vote at a meeting of stockholders  may authorize
another person to act for him by written proxy.
 
SECTION 7. Inspectors of Elections.
 
     The Board of  Directors  or Chairman of the meeting of  stockholders  shall
appoint one or more  inspectors  to count and  tabulate the votes and to perform
such other acts or duties as may be required by the Chairman or required by law.
On request of the Chairman of the meeting,  or as otherwise required by law, the
inspectors  shall  make and  execute a written  report  to the  Chairman  of the
meeting of any facts found by them and matters determined by them. The report is
prima  facie  evidence  of the facts  stated  and of the vote  certified  by the
inspectors.
 
                                   ARTICLE II
                                    Directors
 
SECTION 1. Number.
 
     The  business  and affairs of the  Corporation  shall be managed  under the
direction of the Board of Directors  which,  subject to any right of the holders
of any series of Preferred Stock then outstanding to elect additional  directors
under specified circumstances, shall consist of not less than five nor more than
15  persons.  The exact  number of  directors  within the  minimum  and  maximum
limitations specified in the preceding sentence shall be fixed from time to time
by the Board of Directors  pursuant to a resolution adopted by a majority of the
entire Board of Directors.
 
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<PAGE>
 
SECTION 2. Terms.
 
     The Directors  shall be divided into such classes and shall have such terms
as are set forth in the Certificate of Incorporation.
 
SECTION 3. Newly Created Directorships and Vacancies.
 
     Newly created  Directorships  and vacancies in the Board of Directors shall
be filled in the manner set forth in the Certificate of Incorporation.
 
SECTION 4. Removal.
 
     Removal  of  Directors  shall be  effected  in the  manner set forth in the
Certificate of Incorporation.
 
SECTION 5. Nominations of Director Candidates.
 
     (a)  Nominations of candidates for election as Directors of the Corporation
at any meeting of  stockholders  called for election of Directors  (an "Election
Meeting") may be made by the Board of Directors or by any  stockholder  entitled
to vote at such Election Meeting.
 
     (b)  Nominations  made by the Board of Directors shall be made at a meeting
of the Board of  Directors,  or by  written  consent of  Directors  in lieu of a
meeting,  not less than 20 days prior to the date of the Election  Meeting,  and
such nominations shall be reflected in the minute books of the Corporation as of
the date made. At the request of the Secretary of the Corporation  each proposed
nominee shall provide the Corporation with such information  concerning  himself
as is required under the rules of the Securities and Exchange Commission,  to be
included  in the  Corporation's  proxy  statement  soliciting  proxies  for  his
election as a Director.
 
     (c) Not less than 90 days prior to the date of the Election  Meeting in the
case of an annual  meeting,  and not more than seven days  following the date of
notice of the  meeting in the case of a special  meeting,  any  stockholder  who
intends to make a nomination  at the Election  Meeting shall deliver a notice to
the  Secretary of the  Corporation  setting  forth (i) the name,  age,  business
address and residence address of each nominee proposed in such notice,  (ii) the
principal  occupation or  employment  of each such nominee,  (iii) the number of
shares of capital stock of the Corporation which are beneficially  owned by each
such nominee, (iv) a statement that the nominee is willing to be nominated,  (v)
a representation that the stockholder is a holder of record of the capital stock
of the  Corporation  entitled  to vote at such  meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice, (vi) a description of all arrangements or understandings between the
stockholder 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 stockholder,  and (vii) such other information  concerning each such nominee
as would be required, under the rules of the Securities and Exchange Commission,
in a proxy statement  soliciting proxies for the election of such nominees.  The
presiding  officer of the meeting may refuse to acknowledge  the nomination by a
stockholder of any person not made in compliance with the foregoing procedures.
 
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<PAGE>
 
     (d) In the  event  that a person is  validly  designated  as a  nominee  in
accordance  with  paragraph  (b) or  paragraph  (c) hereof and shall  thereafter
become unable or unwilling to stand for election to the Board of Directors,  the
Board of Directors or the stockholder who proposed such nominee, as the case may
be, may designate a substitute nominee.
 
     (e) If the Chairman of the Election  Meeting  determines  that a nomination
was not made in  accordance  with the  procedures  as set forth in these Bylaws,
such nomination shall be void.
 
     No person  shall be  elected a Director  of the  Corporation  after  having
attained the age of 70 years.
 
SECTION 6. Place and Manner of Meeting.
 
     All  meetings  of the  Board of  Directors  shall be held at the  principal
office of the  Corporation  or at any other place within or without the State of
Delaware  as the  Board of  Directors  may from time to time fix  therefor.  Any
meeting of the Board of Directors, regular or special, may be held by conference
telephone  or  similar   communication   equipment  so  long  as  all  Directors
participating in the meeting can hear one another,  and all such Directors shall
be deemed to be present in person at the meeting.
 
SECTION 7. Regular Meetings.
 
     A regular  meeting of the Board of  Directors,  of which no notice shall be
required to be given,  shall be held, if a quorum be present,  in each and every
year immediately after the adjournment of the annual meeting of stockholders for
the purpose of electing officers and transacting such other business as might be
transacted at any regular meeting of the Board of Directors. Regular meetings of
the Board of Directors,  of which no notice shall be required to be given, shall
be held  quarterly in  accordance  with a schedule  established  by the Board of
Directors  from time to time,  except that the scheduled date of any meeting may
be changed by the Chairman of the Board or the  President,  in the discretion of
either,  provided  that  notice of such change  shall be given to all  Directors
personally  or by mail,  telephone  or telegraph at least 24 hours prior to such
scheduled date upon which such meeting is to be held.
 
                                       5
 
<PAGE>
 
SECTION 8. Special Meetings.
 
     Special meetings of the Board of Directors shall be called by the Secretary
at the direction of the Chairman of the Board,  the President,  or a majority of
the Directors.  Notice of the time and place of any special meeting of the Board
of Directors shall be given by serving the same personally or by telephone or by
telegram addressed to each Director at his post office address as the same shall
appear on the books of the  Corporation  at least two hours before such meeting.
Each  member  of the  Board  of  Directors  shall,  by  writing  filed  with the
Secretary, designate his post office address to which notices or meetings of the
Board of Directors of the Corporation shall be directed, and in the event of any
change therein shall likewise designate his new post office address.
 
SECTION 9. Quorum.
 
     A majority of the members of the Board of Directors then in office, or of a
committee  thereof,  shall  constitute a quorum for the transaction of business,
and the vote of a majority of the members present at a meeting at which a quorum
is  present  shall be the act of the  Board  of  Directors  or of the  Committee
thereof,  except for the  amendment of the Bylaws which shall  require a vote of
not less  than a  majority  of the  members  of the Board of  Directors  then in
office.
 
SECTION 10. Action Without a Meeting.
 
     Action  required  or  permitted  to be taken at a  meeting  of the Board of
Directors,  or a  committee  thereof,  may be taken  without a  meeting,  if all
members  of the  Board of  Directors  or of the  committee  consent  thereto  in
writing.  The written consent shall be filed with the minutes of the proceedings
of the Board of Directors or  Committee.  The consent shall have the same effect
as a vote of the Board of Directors or Committee thereof for all purposes.
 
SECTION 11. Organization.
 
     At all  meetings of the Board of  Directors,  the  Chairman of the Board of
Directors,  the Vice Chairman of the Board of Directors, the President, a Senior
Vice  President or a Vice President or in their absence a member of the Board to
be selected by the members  present,  shall  preside as Chairman of the meeting.
The  Secretary  or an  Assistant  Secretary  of  the  Corporation  shall  act as
secretary  of all  meetings  of the  Board,  except  that in their  absence  the
Chairman of the meeting may designate any other person to act as secretary.
 
     At meetings of the Board of Directors  business shall be transacted in such
order as from time to time the Board may determine.
 
                                       6
 
<PAGE>
 
SECTION 12. Committees of the Board.
 
     The Board of Directors may designate one or more  Committees,  including an
Executive Committee, each consisting of one or more Directors of the Corporation
as members,  with such power and  authority  as  prescribed  by the Bylaws or as
provided in a resolution of the Board of  Directors.  Each  Committee,  and each
member thereof, shall serve at the pleasure of the Board of Directors.
 
 
                                   ARTICLE III
                                    Officers
 
SECTION 1. Officers.
 
     The officers of the  Corporation  shall be a President,  one or more Senior
Vice Presidents,  one or more Vice Presidents, a Secretary, a Treasurer and/or a
Controller,  and such  additional  officers,  if any, as shall be elected by the
Board of Directors in  accordance  with these  Bylaws.  The Board of  Directors,
immediately after each annual meeting of stockholders,  shall select a President
and one or more Senior Vice Presidents and Vice Presidents,  and a Secretary,  a
Treasurer  and/or a Controller.  The failure to hold such election  shall not of
itself  terminate  the term of office of any officer.  All  officers  shall hold
office at the pleasure of the Board of Directors.  Any officer may resign at any
time upon  written  notice to the  Corporation.  Officers  may, but need not, be
Directors.  Any two or more of the above offices may be held by the same persons
except as prohibited by law, but no officer shall execute, acknowledge or verify
an instrument in more than one capacity if the  instrument is required by law to
be acknowledged or verified by two or more officers.
 
     All officers  shall be subject to removal with or without cause at any time
by the  affirmative  vote of a majority of the members of the Board of Directors
then in  office.  The  removal  of an  officer  without  cause  shall be without
prejudice to his contract  rights,  if any.  The election or  appointment  of an
officer shall not of itself  create  contract  rights.  All agents and employees
other than officers  elected by the Board of Directors  shall also be subject to
removal, with or without cause, at any time by the officers appointing them.
 
     Any  vacancy  caused  by the death of any  officer,  his  resignation,  his
removal or otherwise,  may be filled by the Board of Directors,  and any officer
so elected shall hold office at the pleasure of the Board of Directors.
 
     In addition to the powers and duties of the officers of the  Corporation as
set forth in these  Bylaws,  the officers  shall have such  authority  and shall
perform  such  duties  as from  time to time may be  determined  by the Board of
Directors.
 
                                       7
 
<PAGE>
 
SECTION 2. President.
 
     The President shall be the chief executive  officer of the Corporation and,
subject  to  the  direction  of the  Board  of  Directors,  shall  have  general
management and control of the affairs and business of the  Corporation and shall
have  general  charge,  control  and  supervision  over the  administration  and
operations  of the  Corporation.  He shall have all other powers and perform all
other duties commonly incident to his office or delegated to him by the Board of
Directors or which are or may at any time be authorized or required by law.
 
SECTION 3. Vice Presidents.
 
     Each Senior Vice President and each of the other Vice Presidents shall have
such  powers and  perform  such duties as may be assigned to him by the Board of
Directors or be delegated to him by the Board of Directors or the President.  In
case of death,  disability or absence of the President,  the powers,  duties and
functions of the President shall be temporarily  performed and exercised by such
one of the Senior Vice  Presidents or the Vice Presidents as shall be designated
by the Board of Directors.
 
SECTION 4. Secretary.
 
     The  Secretary  shall keep the minutes of all meetings of the  stockholders
and of the Board of Directors,  and also (unless otherwise directed) the minutes
of all meetings of Committees.  He shall procure and keep in his files copies of
the  minutes of all  meetings of  stockholders  and Boards of  Directors  of all
corporations which the Corporation  controls by ownership of stock or otherwise.
He shall  attend to the giving and serving of all notices and shall be custodian
of the  seal of the  Corporation.  He may  sign  with  the  President  or a Vice
President, in the name of the Corporation,  all bonds, contracts and instruments
of conveyance  authorized by the Board of Directors,  and when so ordered by the
Board of Directors he shall affix the seal of the Corporation  thereto. He shall
have charge of all such books and papers as the Board of  Directors  may direct;
all of which shall at all  reasonable  times be open to the  examination  of any
Director  upon  application  at the office of the  Corporation  during  business
hours.  He shall  publish  promptly  to  stockholders  any  action in respect to
dividends or the allotment of rights for  subscription to securities.  He or the
Treasurer shall have charge of the capital stock transfer  records,  ledgers and
unissued and cancelled certificates and shall prepare and certify for use at the
annual  meeting  of  stockholders  a  list,   alphabetically  arranged,  of  the
stockholders entitled to vote at such meeting. He shall, in general, perform all
the  duties  incident  to the office of the  Secretary  and shall also have such
other  powers and shall  perform  such other  duties as may from time to time be
assigned to him by these Bylaws, the Board of Directors or the President.
 
SECTION 5. Powers and Duties of the Treasurer.
 
     The  Treasurer  shall have custody of all funds of the  Corporation.  He is
authorized  and  empowered  to  receive  and  collect  all  monies  due  to  the
Corporation and to receipt therefor.  All monies received by the Treasurer shall
be deposited to the credit of the Corporation  with such  depositories as may be
designated by the Board of Directors; he may endorse for deposit therein,
 
                                       8
 
<PAGE>
 
or for collection,  all checks,  drafts,  vouchers,  notes or other  obligations
drawn to the order of the Corporation or payable to it. He is authorized to pay,
by check or otherwise,  vouchers,  payrolls,  drafts and other accounts  payable
when approved for payment by the  Controller or such person or persons as may be
designated by the Board of Directors or the President.  He is authorized to make
disbursements  which have been otherwise ordered or provided for by the Board of
Directors,  and  for  dividends  on  stock  when  due  and  payable.  He is also
authorized  to draw checks  against  any funds to the credit of the  Corporation
with any of its  depositories;  but all checks  drawn by him except as otherwise
provided for by resolution of the Board of Directors shall be  countersigned  by
such person or persons as may be  designated  by the Board of  Directors  or the
President  from time to time to  countersign  the same. He shall sign,  with the
President or such other person or persons as may be  designated  for the purpose
by the Board of  Directors,  all bills of exchange and  promissory  notes of the
Corporation.  He shall enter  regularly in the books of the  Corporation,  to be
kept by him for that purpose, a full and accurate account of all monies received
and paid by him on account of the Corporation;  and shall render reports thereof
to the  Controller or such other person or persons as may be designated  for the
purpose by the Board of  Directors  at such times and in such form as the latter
may prescribe.  Whenever required by the Board of Directors or such other person
or persons as may be  designated  for the purpose by the Board of  Directors  he
shall  render a statement of his cash and  security  accounts,  and shall at all
reasonable  times  exhibit  his  books  and  accounts  to  any  director  of the
Corporation  upon  application at the office of the Corporation  during business
hours.  He shall  perform all acts incident to the position of the Treasurer and
shall also have such other  powers and shall  perform  such other  duties as may
from time to time be assigned to him by these  Bylaws,  the Board of  Directors,
the  President  or such other  person or persons  as may be  designated  for the
purpose by the Board of Directors.
 
SECTION 6. Additional Officers.
 
     The Board of Directors may from time to time elect such other officers (who
may but need not be  Directors),  including  but not  limited  to a  Controller,
Assistant Treasurers,  Assistant Secretaries and Assistant  Controllers,  as the
Board may deem  advisable and such officers  shall have such authority and shall
perform such duties as may from time to time be assigned to them by the Board of
Directors or the President.
 
     The Board of Directors may from time to time by resolution  delegate to any
Assistant  Treasurer or Assistant  Treasurers any of the powers or duties herein
assigned to the Treasurer; and may similarly delegate to any Assistant Secretary
or  Assistant  Secretaries  any of the powers or duties  herein  assigned to the
Secretary.
 
                                       9
 
<PAGE>
 
                                   ARTICLE IV
                                  Capital Stock
 
SECTION 1. Certificates of Stock.
 
     The certificates  for shares of the capital stock of the Corporation  shall
be in such form as shall be approved by the Board of Directors. The certificates
shall be signed by the President or any Vice President and also by the Treasurer
or the  Secretary,  and may be  sealed  with the seal of the  Corporation,  or a
facsimile thereof.
 
     The  signatures  of  the  aforesaid  officers  may  be  facsimiles  if  the
certificate  is  countersigned  by a transfer agent or registered by a registrar
other  than  the  Corporation  or  its  employee.  The  validity  of  any  stock
certificate  of the  Corporation  signed and  executed by or in the name of duly
qualified  officers of the  Corporation  shall not be affected by the subsequent
death,  resignation,  or the ceasing for any other reason of any such officer to
hold  such  office,  whether  before or after  the date  borne by or the  actual
delivery of such certificates.
 
     All certificates for shares of stock shall be consecutively numbered as the
same are issued. The name of the person owning the shares  represented  thereby,
with the number of such  shares  and the date of issue,  shall be entered on the
Corporation's capital stock records.
 
     Except  as  hereinafter  provided,  all  certificates  surrendered  to  the
Corporation  shall be cancelled,  and no new certificates  shall be issued until
the former certificate for the same number of shares shall have been surrendered
and cancelled except in case of a lost or destroyed certificate.
 
     The  Corporation  may treat the  holder of record of any share or shares of
stock as the holder in fact  thereof,  and shall not be bound to  recognize  any
equitable  or other claim to or interest in any such share or shares on the part
of any other  person,  whether  or not it shall  have  express  or other  notice
thereof, save as expressly provided by law.
 
SECTION 2. Lost Certificate.
 
     The  Corporation  may  issue a new  certificate  for  shares  in place of a
certificate  theretofore  issued by it,  alleged to have been lost or destroyed,
and the  Board of  Directors  may  require  the  owner of the lost or  destroyed
certificate, or his legal representative, to give the Corporation a bond in form
satisfactory to the  Corporation  sufficient to indemnify the  Corporation,  its
transfer  agents and registrars  against any claim that may be made against them
on account of the alleged lost or destroyed  certificate or the issuance of such
a new certificate.
 
SECTION 3. Transfer of Shares.
 
     Shares of the capital stock of the Corporation shall be transferable by the
owner thereof in person or by a duly authorized attorney,  upon surrender of the
certificates therefor properly endorsed. The Board of Directors,  at its option,
may appoint a transfer agent and registrar, or
 
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<PAGE>
 
one or more transfer agents and one or more registrars, or either, for the stock
of the Corporation.
 
SECTION 4. Regulations.
 
     The Board of  Directors  shall  have power and  authority  to make all such
rules and regulations as they may deem expedient concerning the issue,  transfer
and  registration  of  certificates  for  shares  of the  capital  stock  of the
Corporation.
 
SECTION 5. Record Date.
 
     In order that the  Corporation may determine the  stockholders  entitled to
notice of or to vote at any meeting of stockholders or any adjournment  thereof,
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, as the case may be, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten (10) days before
the date of such  meeting,  nor more than  sixty  (60)  days  prior to any other
action.
 
     If no record date is fixed,  the record date for  determining  stockholders
entitled  to notice of or to vote at a meeting of  stockholders  shall be at the
close of business on the day next  preceding  the day on which  notice is given,
or, if notice is waived,  at the close of business on the day next preceding the
day on  which  the  meeting  is  held;  and  the  record  date  for  determining
stockholders  for any other purpose shall be at the close of business on the day
on which the Board of  Directors  adopts  the  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 6. Dividends and Stock Repurchases.
 
     Subject to the provisions of the Certificate of Incorporation, the Board of
Directors  shall have the power to declare and pay dividends upon shares of, and
authorize  repurchase  programs for, stock of the  Corporation,  but only out of
funds available for the payment of dividends or repurchase of shares as provided
by law.
 
     Subject  to  the  provisions  of  the  Certificate  of  Incorporation,  any
dividends  declared upon the stock of the  Corporation  shall be payable on such
date or dates as the Board of Directors shall  determine.  If the date fixed for
the payment of any dividend  shall in any year fall upon a legal  holiday,  then
the  dividend  payable  on such  date  shall be paid on the next day not a legal
holiday.
 
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<PAGE>
 
SECTION 7. Corporate Seal.
 
     The Board of Directors  shall provide a suitable seal,  containing the name
of the Corporation,  which seal shall be kept in the custody of the Secretary. A
duplicate of the seal may be kept and be used by any officer of the  Corporation
designated by the Board or the President.
 
SECTION 8. Fiscal Year.
 
     The fiscal year of the  Corporation  shall end on  September 30 or shall be
such other fiscal year as the Board of Directors from time-to time by resolution
shall determine.
 
                                    ARTICLE V
                            Miscellaneous Provisions
 
SECTION 1. Checks, Notes, Etc.
 
     All  checks,  drafts,  bills  of  exchange,  acceptances,  notes  or  other
obligations  or orders for the  payment of money shall be signed by at least one
(1)  officer  of the  Corporation,  or by a greater  number of  officers  of the
Corporation  and/or other  persons as the Board of  Directors  from time to time
shall designate or as otherwise required by law.
 
     Checks,  drafts,  bills of exchange,  acceptances,  notes,  obligations and
orders for the payment of money made payable to the  Corporation may be endorsed
for deposit to the credit of the Corporation  with a duly authorized  depositary
by the Treasurer,  or otherwise as the Board of Directors may from time to time,
by resolution, determine.
 
SECTION 2. Loans.
 
     No loans and no renewals of any loans shall be  contracted on behalf of the
Corporation  except as authorized by the Board of Directors.  When authorized so
to do, any officer or agent of the Corporation may effect loans and advances for
the Corporation  from any bank,  trust company or other  institution or from any
firm,  corporation  or  individual,  and for such loans and  advances  may make,
execute and deliver  promissory notes,  bonds or other evidences of indebtedness
of the  Corporation.  When  authorized  so to do,  any  officer  or agent of the
Corporation may pledge,  hypothecate or transfer, as security for the payment of
any and all loans,,  advances,  indebtedness and liabilities of the Corporation,
any and all stocks,  securities and other personal  property at any time held by
the Corporation,  and to that end may endorse, assign and deliver the same. Such
authority may be general or confined to specific instances.
 
SECTION 3. Waivers of Notice.
 
     Whenever  any  notice  whatever  is  required  to be given  by law,  by the
Certificate  of  Incorporation  or by these  Bylaws to any person or persons,  a
waiver thereof in writing, signed by
 
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the person or persons  entitled to the notice,  whether before or after the time
stated therein, shall be deemed equivalent thereto.
 
SECTION 4. Offices Outside of Delaware.
 
     Except as  otherwise  required  by the laws of the State of  Delaware,  the
Corporation  may have an office or  offices  and keep its books,  documents  and
papers  outside of the State of Delaware at such place or places as from time to
time may be determined by the Board of Directors or the President.
 
 
                                   ARTICLE VI
                                 Indemnification
 
SECTION 1. Indemnification of Directors, Officers and Employees.
 
     The Corporation  shall  indemnify to the full extent  authorized by law any
Director or officer made or threatened to be made a party to an action,  suit or
proceeding, whether criminal, civil, administrative or investigative,  by reason
of the fact that he, his  testator or  intestate is or was a Director or officer
of the Corporation or is or was serving, at the request of the Corporation, as a
Director or officer of another corporation, partnership, joint venture, trust or
other enterprise.
 
     The Corporation may, at the discretion of the Board of Directors, indemnify
to the full extent authorized by law any employee or agent made or threatened to
be made a party to an  action,  suit or  proceeding,  whether  criminal,  civil,
administrative  or  investigative by reason of the fact that he, his testator or
intestate is or was an employee or agent of the Corporation or is or was serving
at  the  request  of  the  Corporation  as  an  employee  or  agent  of  another
corporation, partnership, joint venture, trust or other enterprise.
 
SECTION 2. Expenses Advanced.
 
     Expenses  incurred  with respect to any claim,  action or proceeding of the
character, actual or threatened,  described in Section 1 of this Article VI, may
be advanced  by the  Corporation  prior to the final  disposition  thereof  upon
receipt of an  undertaking by such person to repay the mount so advanced if and.
to the  extent  it  shall  ultimately  be  determined  by a court  of  competent
jurisdiction that he was not entitled to indemnification under this Bylaw.
 
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SECTION 3. Automatic Conformity to Law.
 
     The intention of this Bylaw is to provide indemnification with the broadest
and  most  inclusive  coverage  permitted  by law (a) at the  time of the act or
omission to be indemnified  against, or (b) so permitted at the time of carrying
out  such  indemnification,  whichever  of (a) or (b)  may be  broader  or  more
inclusive  and  permitted  by  law  to be  applicable.  If  the  indemnification
permitted by law at this present time,  or at any future time,  shall be broader
or more inclusive than the provisions of this Bylaw, then indemnification  shall
nevertheless  extend to the broadest and most inclusive  permitted by law at any
time and this Bylaw  shall be deemed to have been  amended  accordingly.  If any
provision  or portion of this  Article  shall be found,  in any action,  suit or
proceeding,  to be  invalid  or  ineffective,  the  validity  and  effect of the
remaining parts shall not be affected.
 
 
                                   ARTICLE VII
                                   Amendments
 
     The  stockholders or the Board of Directors of the Corporation may amend or
repeal the Bylaws or adopt new Bylaws.  Except as otherwise required by law, the
Certificate  of  Incorporation  or these  Bylaws,  the vote of a majority of the
shares  present or  represented  by proxy and  entitled to vote at any annual or
special  meeting shall be required to amend or repeal the Bylaws or to adopt new
Bylaws. Except as otherwise required by law, the Certificate of Incorporation or
these Bylaws, such action by the Board of Directors requires an affirmative vote
of not less than a majority  of the  members of the Board of  Directors  then in
office.