Exhibit 3.2
 
 
 
 
                                     BY-LAWS
 
                                       OF
 
                         NORTH FORK BANCORPORATION, INC.
 
                            (A DELAWARE CORPORATION)
 
 
 
 
                                                     AMENDED AS OF JULY 23, 2002
<PAGE>
                                     BY-LAWS
 
                         NORTH FORK BANCORPORATION, INC.
 
                                TABLE OF CONTENTS
 
                                    ARTICLE I
 
                                   DEFINITIONS
 
<TABLE>
<CAPTION>
SECTION                                                                         PAGE(S)
-------                                                                         -------
<S>                   <C>                                                       <C>
   1.1                Assistant Secretary                                            1
   1.2                Assistant Treasurer                                            1
   1.3                Board                                                          1
   1.4                By-laws                                                        1
   1.5                Certificate of Incorporation                                   1
   1.6                Chairman                                                       1
   1.7                Corporation                                                    1
   1.8                Directors                                                      1
   1.9                General Corporation Law                                        1
   1.10               Office of the Corporation                                      1
   1.11               President                                                      2
   1.12               Secretary                                                      2
   1.13               Stockholders                                                   2
   1.14               Total number of directors                                      2
   1.15               Treasurer                                                      2
   1.16               Vice President                                                 2
   1.17               Whole Board                                                    2
 
                                    ARTICLE 2
 
                                  STOCKHOLDERS
 
   2.1                Place of Meeting                                               2
   2.2                Annual Meeting                                                 2
   2.3                Deferred Meeting for Election of Directors, Etc.               2
   2.4                Other Special Meetings                                     2 - 3
   2.5                Fixing Record Date                                         3 - 4
   2.6                Notice of Meetings of Stockholders                         4 - 6
   2.7                Waivers of Notice                                          6 - 7
   2.8                List of Stockholders                                           7
   2.9                Quorum of Stockholders; Adjournment                            7
   2.10               Voting; Proxies                                            8 - 9
   2.11               Selection and Duties of Inspectors at Meetings
                         of Stockholders                                             9
</TABLE>
 
 
                                       ii
<PAGE>
                     ARTICLE 2 - STOCKHOLDERS - (CONTINUED)
 
<TABLE>
<CAPTION>
SECTION                                                                        PAGE(S)
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<S>                   <C>                                                      <C>
   2.12               Organization                                              9 - 10
   2.13               Order of Business                                             10
   2.14               Written Consent of Stockholders Without a Meeting             10
   2.15               Consideration of Submission of Tender Offers to
                         Stockholder Vote                                           11
 
                                    ARTICLE 3
 
                                    DIRECTORS
 
   3.1                General Powers                                                11
   3.2                Number; Qualification; Term of Office                    11 - 12
   3.3                Election                                                 12 - 14
   3.4                Newly Created Directorships and Vacancies                     14
   3.5                Resignations                                                  14
   3.6                Removal of Directors                                          14
   3.7                Compensation                                                  15
   3.8                Place and Time of Meetings of the Board                       15
   3.9                Annual Meetings                                               15
   3.10               Regular Meetings                                         15 - 16
   3.11               Special Meetings                                              16
   3.12               Adjourned Meetings                                            16
   3.13               Waiver of Notice                                         16 - 17
   3.14               Organization                                                  17
   3.15               Quorum of Directors                                           17
   3.16               Action by the Board                                      17 - 18
 
                                    ARTICLE 4
 
                             COMMITTEES OF THE BOARD
 
                                                                               18 - 19
 
                                    ARTICLE 5
 
                                    OFFICERS
 
   5.1                Officers                                                      19
   5.2                Removal of Officers                                      19 - 20
   5.3                Resignations                                                  20
   5.4                Vacancies                                                     20
   5.5                Compensation                                                  20
   5.6                Chairman                                                      20
</TABLE>
 
 
                                      iii
<PAGE>
                       ARTICLE 5 - OFFICERS - (CONTINUED)
 
<TABLE>
<CAPTION>
SECTION                                                                         PAGE(S)
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<S>                   <C>                                                       <C>
  5.7                 President                                                 20 - 21
  5.8                 Vice Presidents                                                21
  5.9                 Secretary                                                 21 - 22
  5.10                Treasurer                                                 22 - 23
  5.11                Assistant Secretaries and Assistant Treasurers                 23
 
                                    ARTICLE 6
 
                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
 
  6.1                 Execution of Contracts                                         23
  6.2                 Loans                                                     23 - 24
  6.3                 Checks, Drafts, Etc.                                           24
  6.4                 Deposits                                                       24
 
 
                                    ARTICLE 7
 
                               STOCK AND DIVIDENDS
 
  7.1                 Certificates Representing Shares                          24 - 25
  7.2                 Transfer of Shares                                             25
  7.3                 Transfer and Registry Agents                                   25
  7.4                 Lost, Destroyed, Stolen and Mutilated Certificates             26
  7.5                 Regulations                                                    26
  7.6                 Restriction on Transfer of Stock                          26 - 27
  7.7                 Dividends, Surplus, Etc.                                       27
 
                                    ARTICLE 8
 
                                 INDEMNIFICATION
 
  8.1                 Indemnification of Officers and Directors                 28 - 29
  8.2                 Indemnification of Other Persons                               29
  8.3                 Insurance                                                      29
 
                                    ARTICLE 9
 
                                BOOKS AND RECORDS
 
  9.1                 Books and Records                                              30
  9.2                 Form of Records                                                30
  9.3                 Inspection of Books and Records                                30
</TABLE>
 
 
                                       iv
<PAGE>
                                   ARTICLE 10
 
<TABLE>
<CAPTION>
SECTION                                                                         PAGE(S)
-------                                                                         -------
<S>                   <C>                                                       <C>
                                      SEAL
 
                                                                                     31
 
                                   ARTICLE 11
 
                                   FISCAL YEAR
 
                                                                                     31
 
                                   ARTICLE 12
 
                              VOTING OF SHARES HELD
 
                                                                                31 - 32
 
                                   ARTICLE 13
 
                                   AMENDMENTS
 
                                                                                     32
</TABLE>
 
 
                                       v
<PAGE>
                                     BY-LAWS
 
                                       OF
 
                         NORTH FORK BANCORPORATION, INC.
 
                            (A DELAWARE CORPORATION)
 
          ------------------------------------------------------------
 
 
                                    ARTICLE 1
 
                                   DEFINITIONS
 
As used in these By-laws, unless the context otherwise requires, the term:
 
      1.1   "Assistant Secretary" means an Assistant Secretary of the
            Corporation.
 
      1.2   "Assistant Treasurer" means an Assistant Treasurer of the
            Corporation.
 
      1.3   "Board" means the Board of Directors of the Corporation.
 
      1.4   "By-laws" means the initial by-laws of the Corporation, as amended
            from time to time.
 
      1.5   "Certificate of Incorporation" means the initial certificate of
            incorporation of the Corporation, as amended, supplemented or
            restated from time to time.
 
      1.6   "Chairman" means Chairman of the Board of the Corporation.
 
      1.7   "Corporation" means North Fork Bancorporation, Inc.
 
      1.8   "Directors" means directors of the Corporation.
 
      1.9   "General Corporation Law" means the General Corporation Law of the
            State of Delaware, as amended from time to time.
 
      1.10  "Office of the Corporation" means the executive office of the
            Corporation, anything in Section 131 of the General Corporation Law
            to the contrary notwithstanding.
 
      1.11  "President" means the President of the Corporation.
 
 
                                       1
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      1.12  "Secretary" means the Secretary of the Corporation.
 
      1.13  "Stockholders" means stockholders of the Corporation.
 
      1.14  "Total number of directors" means the total number of directors
            determined in accordance with Section 141(b) of the General
            Corporation Law and Section 3.2 of the By-Laws.
 
      1.15  "Treasurer" means the Treasurer of the Corporation.
 
      1.16  "Vice President" means a Vice President of the Corporation.
 
      1.17  "Whole Board" means the total number of directors of the
            Corporation.
 
                                    ARTICLE 2
 
                                  STOCKHOLDERS
 
            2.1 PLACE OF MEETING. Every meeting of stockholders shall be held at
      the office of the Corporation or at such other place within or without the
      State of Delaware as shall be specified or fixed in the notice of such
      meeting or in the waiver or notice thereof.
 
            2.2 ANNUAL MEETING. A meeting of stockholders shall be held annually
      for the election of directors and the transaction of other business at
      such hour and on such business day in March, April or May as may be
      determined by the Board and designated in the notice of meeting.
 
            2.3 DEFERRED MEETING FOR ELECTION OF DIRECTORS, ETC. If the annual
      meeting of stockholders for the election of directors and the transaction
      of other business is not held within the months specified in Section 2.2,
      the Board shall call a meeting of stockholders for the election of
      directors and the transaction of other business as soon thereafter as
      convenient.
 
            2.4 OTHER SPECIAL MEETINGS. A special meeting of stockholders (other
      than a special meeting for the election of directors), unless otherwise
      prescribed by statute, may be called at any time by the Board, by the
      Chairman or by the President. At any special meeting of
 
 
                                       2
<PAGE>
      stockholders only such business may be transacted as is related to the
      purpose or purposes of such meeting set forth in the notice thereof given
      pursuant to Section 2.6 of the By-laws or in any waiver of notice thereof
      given pursuant to Section 2.7 of the By-laws.
 
            2.5 FIXING RECORD DATE. For the purpose of determining the
      stockholders entitled to notice of or to vote at any meeting of
      stockholders or any adjournment thereof, or to express consent to
      corporate action in writing without a meeting, or for the purpose of
      determining stockholders 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 may fix, in advance, a
      date as the record date for any such determination of stockholders. Such
      date 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. If no
      such record date is fixed:
 
            2.5.1 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;
 
            2.5.2 The record date for determining stockholders entitled to
      express consent to corporate action in writing without a meeting, when no
      prior action by the Board is necessary, shall be the day on which the
      first written consent is expressed;
 
            2.5.3 The record date for determining stockholders for any purpose
      other than those specified in Sections 2.5.1 and 2.5.2 shall be at the
      close of business on the day on which the Board adopts the resolution
      relating thereto.
 
 
                                       3
<PAGE>
            When a determination of stockholders entitled to notice of or to
      vote at any meeting of stockholders has been made as provided in this
      Section 2.5, such determination shall apply to any adjournment thereof,
      unless the Board fixes a new record date for the adjourned meeting.
 
            2.6 NOTICE OF MEETINGS OF STOCKHOLDERS. (THE PROVISIONS OF SECTION
      2.6 OF ARTICLE 2 ARE HEREBY STRICKEN IN THEIR ENTIRETY AND THE FOLLOWING
      SUBSTITUTED IN THEIR PLACE BY APPROVAL OF THE BOARD OF DIRECTORS ON
      OCTOBER 29, 1998) Except as otherwise provided in Sections 2.5 and 2.7 of
      the By-laws, whenever under the General Corporation Law or the Certificate
      of Incorporation or the By-laws, stockholders are required or permitted to
      take any action at a meeting, written notice shall be given stating the
      place, date and hour of the meeting and, in the case of a special meeting,
      the purpose or purposes for which the meeting is called. A copy of the
      notice of any meeting shall be given, personally or by mail, not less than
      ten nor more than sixty days before the date of the meeting, to each
      stockholder entitled to notice of or to vote at such meeting. If mailed,
      such notice shall be deemed to be given when deposited in the United
      States mail, with postage prepaid, directed to the stockholder at his
      address as it appears on the records of the Corporation. An affidavit of
      the Secretary or an Assistant Secretary or of the transfer agent of the
      Corporation that the notice required by this section has been given shall,
      in the absence of fraud, be prima facie evidence of the facts stated
      therein. When a meeting is adjourned to another time or place, notice need
      not be given of the adjourned meeting if the time and place thereof are
      announced at the meeting at which the adjournment is taken, and at the
      adjourned meeting any business may be transacted that might have been
      transacted at the meeting as originally called. If, however, the
      adjournment is for more than thirty days, or if after the adjournment a
      new record date is fixed for the adjourned meeting, a notice of the
      adjourned meeting shall be given to each stockholder of record entitled to
      vote at the meeting.
 
 
                                       4
<PAGE>
            No business may be transacted at an annual meeting of stockholders,
      other than business that is either (a) specified in the notice of meeting
      (or any supplement thereto) given by or at the direction of the Board of
      Directors (or any duly authorized committee thereof), (b) otherwise
      properly brought before the annual meeting by or at the direction of the
      Board of Directors (or any duly authorized committee thereof) or (c)
      otherwise properly brought before the annual meeting by any stockholder of
      the Company (i) who is a stockholder of record on the date of the giving
      of the notice provided for in this Section 2.6 and on the record date for
      the determination of stockholders entitled to vote at such annual meeting
      and (ii) who complies with the notice procedures set forth in this Section
      2.6.
 
            In addition to any other application requirements, for business to
      be properly brought before an annual meeting by a stockholder, such
      stockholder must have given timely notice thereof in proper written form
      to the Secretary of the Company.
 
            To be timely, a stockholder's notice to the Secretary must be
      delivered to or mailed and received at the principal executive offices of
      the Company not less than forty-five (45) days nor more than ninety (90)
      days prior to the anniversary date of the date on which the Company first
      mailed its proxy materials for the preceding annual meeting of
      stockholders; provided, however,
 
            that in the event the annual meeting is called for a date that is
      not within thirty (30) days before or after the anniversary date of the
      prior year's annual meeting of stockholders, notice by the stockholder in
      order to be timely must be so received not later than the close of
      business on the tenth (10th) day following the day on which notice of the
      date of the annual meeting is first mailed or public disclosure of the
      date of the annual meeting is first made, whichever first occurs.
 
 
                                       5
<PAGE>
            To be in proper written form, a stockholder's notice to the
      Secretary must set forth as to each matter such stockholder proposes to
      bring before the annual meeting (i) a brief description of the business
      desired to be brought before the annual meeting and the reasons for
      conducting such business at the annual meeting, (ii) the name and record
      address of such stockholder, (iii) the class or series and number of
      shares of capital stock of the Company which are owned beneficially or of
      record by such stockholder, (iv) a description of all arrangements or
      understandings between such stockholder and any other person or persons
      (including their names) in connection with the proposal of such business
      by such stockholder and any material interest of such stockholder in such
      business and (v) a representation that such stockholder intends to appear
      in person or proxy at the annual meeting to bring such business before the
      meeting.
 
            No business shall be conducted at the annual meeting of stockholders
      except business brought before the annual meeting in accordance with the
      procedures set forth in this Section 2.6, provided, however, that once
      business has been properly brought before the annual meeting in accordance
      with such procedures, nothing in this Section 2.6 shall be deemed to
      preclude discussion by any stockholder of any such business. If the
      Chairman of an annual meeting determines that business was not properly
      brought before the annual meeting in accordance with the foregoing
      procedures, the Chairman shall declare to the meeting that the business
      was not properly brought before the meeting and such business shall not be
      transacted.
 
            2.7 WAIVERS OF NOTICE. Whenever notice is required to be given to
      any stockholder under any provision of the General Corporation Law or the
      Certificate of Incorporation or the By-laws, a written waiver thereof,
      signed by the stockholder entitled to notice, whether before or after the
      time stated therein, shall be deemed equivalent to notice. Attendance of a
 
 
                                       6
<PAGE>
      stockholder at a meeting shall constitute a waiver of notice of such
      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.
      Neither the business to be transacted at, nor the purpose of, any regular
      or special meeting of the stockholders need be specified in any written
      waiver of notice.
 
            2.8 LIST OF STOCKHOLDERS. The Secretary shall prepare and make, or
      cause to be prepared and made, at least ten days before every meeting of
      stockholders, a complete list of the stockholders entitled to vote at the
      meeting, arranged in alphabetical order, and showing the address of each
      stockholder and the number of shares registered in the name of each
      stockholder. Such list shall be open to the examination of any
      stockholder, 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 time and place of the meeting during the
      whole time thereof, and may be inspected by any stockholder who is
      present.
 
            2.9 QUORUM OF STOCKHOLDERS; ADJOURNMENT. The holders of a majority
      of the shares of stock entitled to vote at any meeting of stockholders,
      present in person or represented by proxy, shall constitute a quorum for
      the transaction of any business at such meeting. When a quorum is once
      present to organize a meeting of stockholders, it is not broken by the
      subsequent withdrawal of any stockholders. The holders of a majority of
      the shares of stock present in person or represented by proxy at any
      meeting of stockholders, including an adjourned meeting, whether or not a
      quorum is present, may adjourn such meeting to another time and place.
 
 
                                       7
<PAGE>
            2.10 VOTING; PROXIES. Unless otherwise provided in the Certificate
      of Incorporation, every stockholder of record shall be entitled at every
      meeting of stockholders to one vote for each share of capital stock
      standing in his name on the record of stockholders determined in
      accordance with Section 2.5 of the By-laws. If the Certificate of
      Incorporation provides for more or less than one vote for any share, on
      any matter, every reference in the By-laws or the General Corporation Law
      to a majority or other proportion of stock shall refer to such majority or
      other proportion of the votes of such stock. The provisions of Sections
      212 and 217 of the General Corporation Law shall apply in determining
      whether any shares of capital stock may be voted and the persons, if any,
      entitled to vote such shares; but the Corporation shall be protected in
      treating the persons in whose names shares of capital stock stand on the
      record of stockholders as owners thereof for all purposes. At any meeting
      of stockholders (at which a quorum was present to organize the meeting),
      all matters, except as otherwise provided by law or by the Certificate of
      Incorporation or by the By-laws, shall be decided by a majority of the
      votes cast at such meeting by the holders of shares present in person or
      represented by proxy and entitled to vote thereon, whether or not a quorum
      is present when the vote is taken. All elections of directors shall be by
      written ballot unless otherwise provided in the Certificate of
      Incorporation. In voting on any other question on which a vote by ballot
      is required by law or is demanded by any stockholder entitled to vote, the
      voting shall be by ballot. Each ballot shall be signed by the stockholder
      voting or by his proxy, and shall state the number of shares voted. On all
      other questions, the voting may be viva voce. Every stockholder entitled
      to vote at a meeting of stockholders or to express consent or dissent to
      corporate action in writing without a meeting may authorize another person
      or persons to act for him by proxy. The validity and
 
 
                                       8
<PAGE>
      enforceability of any proxy shall be determined in accordance with Section
      212 of the General Corporation Law.
 
            2.11 SELECTION AND DUTIES OF INSPECTORS AT MEETINGS OF STOCKHOLDERS.
      The Board, in advance of any meeting of stockholders, may appoint one or
      more inspectors to act at the meeting or any adjournment thereof. If
      inspectors are not so appointed, the person presiding at such meeting may,
      and on the request of any stockholder entitled to vote thereat shall,
      appoint one or more inspectors. In case any person appointed fails to
      appear or act, the vacancy may be filled by appointment made by the Board
      in advance of the meeting or at the meeting by the person presiding
      thereat. Each inspector, before entering upon the discharge of his duties,
      shall take and sign an oath faithfully to execute the duties of inspector
      at such meeting with strict impartiality and according to the best of his
      ability. The inspector or inspectors shall determine the number of shares
      outstanding and the voting power of each, the shares represented at the
      meeting, the existence of a quorum, the validity and effect of proxies,
      and shall receive votes, ballots or consents, hear and determine all
      challenges and questions arising in connection with the right to vote,
      count and tabulate all votes, ballots or consents, determine the result,
      and do such acts as are proper to conduct the election or vote with
      fairness to all stockholders. On request of the person presiding at the
      meeting or any stockholder entitled to vote thereat, the inspector or
      inspectors shall make a report in writing of any challenge, question or
      matter determined by him or them and execute a certificate of any fact
      found by him or them. Any report or certificate made by the inspector or
      inspectors shall be prima facie evidence of the facts stated and of the
      vote as certified by him or them.
 
            2.12 ORGANIZATION. At every meeting of stockholders, the Chairman,
      or in the absence of the Chairman, the President, shall act as chairman of
      the meeting. The Secretary, or
 
 
                                       9
<PAGE>
      in his absence one of the Assistant Secretaries, shall act as secretary of
      the meeting. In case none of the officers above designated to act as
      chairman or secretary of the meeting, respectively, shall be present, a
      chairman or a secretary of the meeting, as the case may be, shall be
      chosen by a majority of the votes cast at such meeting by the holders of
      shares of capital stock present in person or represented by proxy and
      entitled to vote at the meeting.
 
            2.13 ORDER OF BUSINESS. The order of business at all meetings of
      stockholders shall be as determined by the chairman of the meeting, but
      the order of business to be followed at any meeting at which a quorum is
      present may be changed by a majority of the votes cast at such meeting by
      the holders of shares of capital stock present in person or represented by
      proxy and entitled to vote at the meeting.
 
            2.14 WRITTEN CONSENT OF STOCKHOLDERS WITHOUT A MEETING. Unless
      otherwise provided in the Certificate of Incorporation, any action
      required by the General Corporation Law to be taken at any annual or
      special meeting of stockholders of the Corporation, or any action which
      may be taken at any annual or special meeting of such stockholders, may be
      taken without a meeting, without prior notice and without a vote, if a
      consent in writing, setting forth the action so taken, shall be signed by
      the holders of outstanding stock having not less than the minimum number
      of votes that would be necessary to authorize or take such action at a
      meeting at which all shares entitled to vote thereon were present and
      voted. Prompt notice of the taking of the corporate action without a
      meeting by less than unanimous written consent shall be given to those
      stockholders who have not consented in writing.
 
 
                                       10
<PAGE>
            2.15 CONSIDERATION OF SUBMISSION OF TENDER OFFERS TO STOCKHOLDER
      VOTE (AMENDMENT TO BY-LAWS SECTION 2.15 ADOPTED BY THE BOARD OF DIRECTORS
      ON JANUARY 18, 1984) The Officers and Board of Directors of the
      Corporation shall consider, on an ongoing basis, not less often than
      annually, presenting to the stockholders for ratification or rejection any
      tender offer (for the stock of any bank or non-banking organization) that
      would involve the issuance of securities or the payment of cash of a value
      of more than five percent of the total assets and more than five percent
      of the net earnings and revenues, such percentages being those which are
      determined at the end of each fiscal year of the Corporation.
 
                                    ARTICLE 3
 
                                    DIRECTORS
 
            3.1 GENERAL POWERS. Except as otherwise provided in the Certificate
      of Incorporation, the business and affairs of the Corporation shall be
      managed by or under the direction of the Board. The Board may adopt such
      rules and regulations, not inconsistent with the Certificate of
      Incorporation or the By-laws or applicable laws, as it may deem proper for
      the conduct of its meetings and the management of the Corporation. In
      addition to the powers expressly conferred by the By-laws, the Board may
      exercise all powers and perform all acts which are not required, by the
      By-laws or the Certificate of Incorporation or by law, to be exercised and
      performed by the stockholders.
 
            3.2 NUMBER; QUALIFICATION; TERM OF OFFICE. (AMENDMENT TO BY-LAWS
      SECTION 3.2 ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 21, 1984 AND
      FURTHER AMENDED AND ADOPTED ON JULY 26, 1988) The Board shall consist of
      five or more members. The total number and classes of directors shall be
      fixed initially by the incorporator. Thereafter, the total number of
      directors may be changed from time to time by vote of the total number of
      directors then in office. Each
 
 
                                       11
<PAGE>
      director shall hold office until his successor is elected and qualified or
      until his earlier death, resignation or removal, or until his reaching age
      70.
 
            3.3 ELECTION. (AMENDMENT TO BY-LAWS SECTION 3.3 ADOPTED BY THE BOARD
      OF DIRECTORS ON JULY 28, 1992) Directors shall, except as otherwise
      required by law or by the Certificate of Incorporation, be elected by a
      plurality of the votes cast at a meeting of stockholders by the holders of
      shares entitled to vote in the election. Only persons who are nominated in
      accordance with the following procedures shall be eligible for election as
      directors of the company. Nominations of persons for election to the Board
      of Directors may be made at any annual meeting of stockholders (a) by or
      at the direction of the Board of Directors (or any duly authorized
      committee thereof) or (b) by any stockholder of the Company (i) who is a
      stockholder of record on the date of the giving of the notice provided for
      in this Section 3.3 and on the record date for the determination of
      stockholders entitled to vote at such annual meeting and (ii) who complies
      with the notice procedures set forth in this Section 3.3.
 
            In addition to any other applicable requirements, for a nomination
      to be made by a stockholder, such stockholder must have given timely
      notice thereof in proper written form to the Secretary of the Company.
 
            To be timely, a stockholder's notice to the Secretary must be
      delivered to or mailed and received at the principal executive offices of
      the Company not less than sixty (60) days nor more than ninety (90) days
      prior to the anniversary date of the immediately preceding annual meeting
      of stockholders; provided, however, that in the event that the annual
      meeting is called for a date that is not within thirty (30) days before or
      after such anniversary date, notice by the stockholder in order to be
      timely must be so received not later than the close of business on the
      tenth (10th) day following the day on which such notice of the date of the
      annual meeting was
 
 
                                       12
<PAGE>
      mailed or such public disclosure of the date of the annual meeting was
      made, whichever first occurs.
 
            To be in proper written form, a stockholder's notice to the
      Secretary must set forth (a) as to each person whom the stockholder
      proposes to nominate for election as a director (i) the name, age,
      business address and residence address of the person, (ii) the principal
      occupation or employment of the person, (iii) the class or series and
      number of shares of capital stock of the Company which are owned
      beneficially or of record by the person and (iv) any other information
      relating to the person that would be required to be disclosed in a proxy
      statement or other filings required to be made in connection with
      solicitations of proxies for election of directors pursuant to Section 14
      of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
      and the rules and regulations promulgated thereunder; and (b) as to the
      stockholder giving such notice (i) the name and record address of such
      stockholder, (ii) the class or series and number of shares of capital
      stock of the Company which are owned beneficially or of record by such
      stockholder, (iii) a description of all arrangements or understandings
      between such stockholder and each proposed nominee and any other person or
      persons (including their names) pursuant to which the nomination(s) are to
      be made by such stockholder, (iv) a representation that such stockholder
      intends to appear in person or by proxy at the annual meeting to nominate
      the persons named in its notice and (v) any other information relating to
      such stockholder that would be required to be disclosed in a proxy
      statement or other filings required to be made in connection with
      solicitations of proxies for election of directors pursuant to Section 14
      of the Exchange Act and the rules and regulations promulgated thereunder.
      Such notice must be accompanied by a written consent of each proposed
      nominee to being named as a nominee and to serve as a director if elected.
 
 
                                       13
<PAGE>
            No person shall be eligible for election as a director of the
      Company unless nominated in accordance with the procedures set forth in
      this Section 3.3. If the Chairman of the annual meeting determines that a
      nomination was not made in accordance with the foregoing procedures, the
      Chairman shall declare to the meeting that the nomination was defective
      and such defective nomination shall be disregarded.
 
            3.4 NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Unless otherwise
      provided in the Certificate of Incorporation, newly created directorships
      resulting from an increase in the number of directors and vacancies
      occurring in the Board for any other reason may be filled by vote of a
      majority of the directors then in office, although less than a quorum, or
      by a sole remaining director, or may be elected by a plurality of the
      votes cast by the holders of shares of capital stock entitled to vote in
      the election at a special meeting of stockholders called for that purpose.
      No change in the total number of directors or filling of newly created or
      vacant directorships shall affect the class of any director in office
      prior to such increase or filling. A director elected to fill a vacancy
      shall be elected to hold office until his successor is elected and
      qualified, or until his earlier death, resignation or removal, or reaching
      age 70.
 
            3.5 RESIGNATIONS. Any director may resign at any time by written
      notice to the Corporation. Such resignation shall take effect at the time
      therein specified, and, unless otherwise specified, the acceptance of such
      resignation shall not be necessary to make it effective.
 
            3.6 REMOVAL OF DIRECTORS. Subject to the provisions of Section
      141(1) of the General Corporation Law, any or all of the directors may be
      removed by the holders of a majority of the shares then entitled to vote
      at an election of directors.
 
 
                                       14
<PAGE>
            3.7 COMPENSATION. Each director, in consideration of his service as
      such, shall be entitled to receive from the Corporation such amount per
      annum or such fees for attendance at directors' meetings, or both, as the
      Board may from time to time determine, together with reimbursement for the
      reasonable expenses incurred by him in connection with the performance of
      his duties. Each director who shall serve as a member of any committee of
      directors in consideration of his serving as such shall be entitled to
      such additional amount per annum or such fees for attendance at committee
      meetings, or both, as the Board may from time to time determine, together
      with reimbursement for the reasonable expenses incurred by him in the
      performance of his duties. Nothing contained in this section shall
      preclude any director from serving the Corporation or its subsidiaries in
      any other capacity and receiving proper compensation therefor.
 
            3.8 PLACE AND TIME OF MEETINGS OF THE BOARD. Meetings of the Board,
      regular or special, may be held at any place within or without the State
      of Delaware. The times and places for holding meetings of the Board may be
      fixed from time to time by resolution of the Board or (unless contrary to
      resolution of the Board) in the notice of the meeting.
 
            3.9 ANNUAL MEETINGS. On the day when and at the place where the
      annual meeting of stockholders for the election of directors is held, and
      as soon as practicable thereafter, the Board may hold its annual meeting,
      without notice of such meeting, for the purposes of organization, the
      election of officers and the transaction of other business. The annual
      meeting of the Board may be held at any other time and place specified in
      a notice given as provided in Section 3.11 of the By-laws for special
      meetings of the Board or in a waiver of notice thereof.
 
            3.10 REGULAR MEETINGS. Regular meetings of the Board may be held at
      such times and places as may be fixed from time to time by the Board.
      Unless otherwise required by the
 
 
                                       15
<PAGE>
      Board, regular meetings of the Board may be held without notice. If any
      day fixed for a regular meeting of the Board shall be a Saturday or Sunday
      or a legal holiday at the place where such meeting is to be held, then
      such meeting shall be held at the same hour at the same place on the first
      business day thereafter which is not a Saturday, Sunday or legal holiday.
 
            3.11 SPECIAL MEETINGS. Special meetings of the Board shall be held
      whenever called by the Chairman or the President or by any two or more
      directors. Notice of each special meeting of the Board shall, if mailed,
      be addressed to each director at the address designated by him for that
      purpose or, if none is designated, at his last known address at least two
      days before the date on which the meeting is to be held; or such notice
      shall be sent to each director at such address by telegraph, cable or
      wireless, or be delivered to him personally, not later than the day before
      the date on which such meeting is to be held. Every such notice shall
      state the time and place of the meeting but need not state the purposes of
      the meeting, except to the extent required by law. If mailed, each notice
      shall be deemed given when deposited, with postage thereon prepaid, in a
      post office or official depository under the exclusive care and custody of
      the United States post office department. Such mailing shall be by first
      class mail.
 
            3.12 ADJOURNED MEETINGS. A majority of the directors present at any
      meeting of the Board, including an adjourned meeting, whether or not a
      quorum is present, may adjourn such meeting to another time and place.
      Notice of any adjourned meeting of the Board need not be given to any
      director whether or not present at the time of the adjournment. Any
      business may be transacted at any adjourned meeting that might have been
      transacted at the meeting as originally called.
 
            3.13 WAIVER OF NOTICE. Whenever notice is required to be given to
      any director or member of a committee of directors under any provision of
      the General Corporation
 
 
                                       16
<PAGE>
Law or of the Certificate of Incorporation or By-laws, a written waiver thereof,
signed by the person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to notice. Attendance of a person at a
meeting shall constitute a waiver of notice of such meeting, except when the
person 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. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the directors, or members of a
committee of directors, need be specified in any written waiver of notice.
 
         3.14 ORGANIZATION. At each meeting of the Board, the Chairman of the
Corporation, or in the absence of the Chairman, the President of the
Corporation, or in his absence, a chairman chosen by a majority of the directors
present, shall preside. The Secretary shall act as secretary at each meeting of
the Board. In case the Secretary shall be absent from any meeting of the Board,
an Assistant Secretary shall perform the duties of secretary at such meeting;
and in the absence from any such meeting of the Secretary and all Assistant
Secretaries, the person presiding at the meeting may appoint any person to act
as secretary of the meeting.
 
         3.15 QUORUM OF DIRECTORS. A majority of the total number of directors
shall constitute a quorum for the transaction of business or of any specified
item of business at any meeting of the Board.
 
         3.16 ACTION BY THE BOARD. All corporate action taken by the Board or
any committee thereof shall be taken at a meeting of the Board, or of such
committee, as the case may be, except that any action required or permitted to
be taken at any meeting of the Board, or of any committee thereof, may be taken
without a meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
 
 
                                       17
<PAGE>
minutes of proceedings of the Board or committee. Members of the Board, or any
committee designated by the Board, may participate in a meeting of the Board, or
of such committee, as the case may be, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to this
Section 3.16 shall constitute presence in person at such meeting. Except as
otherwise provided by the Certificate of Incorporation or by law, the vote of a
majority of the directors present (including those who participate by means of
conference telephone or similar communications equipment) at the time of the
vote, if a quorum is present at such time, shall be the act of the Board.
 
                                    ARTICLE 4
                             COMMITTEES OF THE BOARD
 
         The Board may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the corporation. The Board may designate one or more directors
as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board to
act at the meeting in the place of any such absent or disqualified member. Any
such committee, to the extent provided in the resolution of the Board, shall
have and may exercise all the powers and authority of the Board in the
management of the business and affairs of the Corporation, and may authorize the
seal of the Corporation to be affixed to all papers which may require it; but no
such committee shall have the power or authority in reference to amending the
Certificate of
 
 
                                       18
<PAGE>
Incorporation, adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
By-laws of the Corporation; and, unless the resolution designating it expressly
so provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.
 
                                    ARTICLE 5
                                    OFFICERS
 
         5.1 OFFICERS. The Board shall elect a Chairman, a President, a
Secretary and a Treasurer, and may elect or appoint one or more vice Presidents
and such other officers as it may determine. The Board may designate one or more
Vice Presidents as Executive Vice Presidents, and may use descriptive words or
phrases to designate the standing, seniority or area of special competence of
the Vice Presidents elected or appointed by it. Each officer shall hold his
office until his successor is elected and qualified or until his earlier death,
resignation or removal in the manner provided in Section 5.2 of the By-laws. Any
two or more offices may be held by the same person. The Board may require any
officer to give a bond or other security for the faithful performance of his
duties, in such amount and with such sureties as the Board may determine. All
officers as between themselves and the Corporation shall have such authority and
perform such duties in the management of the Corporation as may be provided in
the By-laws or as the Board may from time to time determine.
 
         5.2 REMOVAL OF OFFICERS. Any officer elected or appointed by the Board
may be removed by the Board with or without cause. The removal of an officer
without cause shall be
 
 
                                       19
<PAGE>
without prejudice to his contract rights, if any. The election or appointment of
an officer shall not of itself create contract rights.
 
         5.3 RESIGNATIONS. Any officer may resign at any time by so notifying
the Board or the President or the Secretary in writing. Such resignation shall
take effect at the date of receipt of such notice or at such later time as is
therein specified, and, unless otherwise specified, the acceptance of such
resignation shall not be necessary to make it effective. The resignation of an
officer shall be without prejudice to the contract rights of the Corporation, if
any.
 
         5.4 VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled for the unexpired
portion of the term in the manner prescribed in the By-laws for the regular
election or appointment to such office.
 
         5.5 COMPENSATION. Salaries or other compensation of the officers may be
fixed from time to time by the Board. No officer shall be prevented from
receiving a salary or other compensation by reason of the fact that he is also a
director.
 
         5.6 CHAIRMAN. The Chairman shall preside at each meeting of the
stockholders and the Board of the Corporation. He may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts and other
instruments, except in cases where the signing and execution thereof shall be
expressly delegated by the Board or by the By-laws to some other officer or
agent of the Corporation, or shall be required by law otherwise to be signed or
executed; and, in general, he shall perform all duties incident to the Office of
Chairman and such other duties as from time to time may be assigned to him by
the Board.
 
         5.7 PRESIDENT. The President shall be the chief executive officer of
the Corporation and shall have general supervision over the business of the
Corporation, subject, however, to the control of the Board and of any duly
authorized committee of directors. The President shall,
 
 
                                       20
<PAGE>
if present, in absence of the Chairman, preside at all meetings of the
stockholders and at all meetings of the Board. He may, with the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer, sign certificates
for shares of capital stock of the Corporation. He may sign and execute in the
name of the Corporation deeds, mortgages, bonds, contracts and other
instruments, except in cases where the signing and execution thereof shall be
expressly delegated by the Board or by the By-laws to some other officer or
agent of the Corporation, or shall be required by law otherwise to be signed or
executed; and, in general, he shall perform all duties incident to the office of
President and such other duties as from time to time may be assigned to him by
the Board.
 
         5.8 VICE PRESIDENTS. At the request of the President, or, in his
absence, at the request of the Board, the Vice Presidents shall (in such order
as may be designated by the Board or, in the absence of any such designation, in
order of seniority based on age) perform all of the duties of the President and
so acting shall have all the powers of and be subject to all restrictions upon
the President. Any Vice President may also, with the Secretary or the Treasurer
or an Assistant Secretary or an Assistant Treasurer, sign certificates for
shares of capital stock of the Corporation; may sign and execute in the name of
the Corporation deeds, mortgages, bonds, contracts or other instruments
authorized by the Board, except in cases where the signing and execution thereof
shall be expressly delegated by the Board or by the By-laws to some other
officer or agent of the Corporation, or shall be required by law otherwise to be
signed or executed; and shall perform such other duties as from time to time may
be assigned to him by the Board or by the President.
 
         5.9 SECRETARY. The Secretary, if present, shall act as secretary of all
meetings of the stockholders and of the Board, and shall keep the minutes
thereof in the proper book or books
 
 
                                       21
<PAGE>
to be provided for that purpose; he shall see that all notices required to be
given by the Corporation are duly given and served; he may, with the President
or a Vice President, sign certificates for shares of capital stock of the
Corporation; he shall be custodian of the seal of the Corporation and may seal
with the seal of the Corporation, or a facsimile thereof, all certificates for
shares of capital stock of the Corporation and all documents the execution of
which on behalf of the Corporation under its corporate seal is authorized in
accordance with the provisions of the By-laws; he shall have charge of the stock
ledger and also of the other books, records and papers of the Corporation
relating to its organization and management as a Corporation, and shall see that
the reports, statements and other documents required by law are properly kept
and filed; and shall, in general, perform all the duties incident to the office
of Secretary and such other duties as from time to time may be assigned to him
by the Board or by the President.
 
         5.10 TREASURER. The Treasurer shall have charge and custody of, and be
responsible for, all funds, securities and notes of the Corporation; receive and
give receipts for moneys due and payable to the Corporation from any sources
whatsoever; deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with these By-laws; against proper vouchers, cause such funds to be disbursed by
checks or drafts on the authorized depositaries of the Corporation signed in
such manner as shall be determined in accordance with any provisions of the
By-laws, and be responsible for the accuracy of the amounts of all moneys so
disbursed; regularly enter or cause to be entered in books to be kept by him or
under his direction full and adequate account of all moneys received or paid by
him for the account of the Corporation; have the right to require, from time to
time, reports or statements giving such information as he may desire with
respect
 
 
                                       22
<PAGE>
to any and all financial transactions of the Corporation from the officers or
agents transacting the same; render to the President or the Board, whenever the
President or the Board, respectively, shall require him so to do, an account of
the financial condition of the Corporation and of all his transactions as
Treasurer; exhibit at all reasonable times his books of account and other
records to any of the directors upon application at the office of the
Corporation where such books and records are kept; and, in general, perform all
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the Board or by the President; and he may
sign with the President or a Vice President certificates for shares of capital
stock of the Corporation.
 
         5.11 ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. Assistant
Secretaries and Assistant Treasurers shall perform such duties as shall be
assigned to them by the Secretary or by the Treasurer, respectively, or by the
Board or by the President. Assistant Secretaries and Assistant Treasurers may,
with the President or a Vice President, sign certificates for shares of capital
stock of the Corporation.
 
                                    ARTICLE 6
                 CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
 
         6.1 EXECUTION OF CONTRACTS. The Board may authorize any officer,
employee or agent, in the name and on behalf of the Corporation, to enter into
any contract or execute and satisfy any instrument, and any such authority may
be general or confined to specific instances, or otherwise limited.
 
         6.2 LOANS. The President or any other officer, employee or agent
authorized by the By-laws or by the Board may effect loans and advances at any
time for the Corporation from any bank, trust company or other institutions or
from any firm, corporation or individual and for
 
 
                                       23
<PAGE>
such loans and advances may make, execute and deliver promissory notes, bonds or
other certificates or evidences of indebtedness of the Corporation, and, when
authorized by the Board so to do, may pledge and hypothecate or transfer any
securities or other property of the Corporation as security for any such loans
or advances. Such authority conferred by the Board may be general or confined to
specific instances or otherwise limited.
 
         6.3 CHECKS, DRAFTS, ETC. All checks, drafts and other orders for the
payment of money out of the funds of the Corporation and all notes or other
evidences of indebtedness of the Corporation shall be signed on behalf of the
Corporation in such manner as shall from time to time be determined by
resolution of the Board.
 
         6.4 DEPOSITS. The funds of the Corporation not otherwise employed shall
be deposited from time to time to the order of the Corporation in such banks,
trust companies or other depositaries as the Board may select or as may be
selected by an officer, employee or agent of the Corporation to whom such power
may from time to time be delegated by the Board.
 
                                   ARTICLE 7
                              STOCK AND DIVIDENDS
 
         7.1 CERTIFICATES REPRESENTING SHARES. The shares of capital stock of
the Corporation shall be represented by certificates in such form (consistent
with the provisions of Section 158 of the General Corporation Law) as shall be
approved by the Board. Such certificates shall be signed by the President or a
Vice President and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer, and may be sealed with the seal of the Corporation or
a facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles, if the certificate is countersigned by a transfer agent or registrar
other than the
 
 
                                       24
<PAGE>
Corporation itself or its employee. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon any
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, such certificate may, unless otherwise
ordered by the Board, be issued by the Corporation with the same effect as if
such person were such officer, transfer agent or registrar at the date of issue.
 
         7.2 TRANSFER OF SHARES. Transfers of shares of capital stock of the
Corporation shall be made only on the books of the Corporation by the holder
thereof or by his duly authorized attorney appointed by a power of attorney duly
executed and filed with the Secretary or a transfer agent of the Corporation,
and on surrender of the certificate or certificates representing such shares of
capital stock properly endorsed for transfer and upon payment of all necessary
transfer taxes. Every certificate exchanged, returned or surrendered to the
Corporation shall be marked "Cancelled," with the date of cancellation, by the
Secretary or an Assistant Secretary or the transfer agent of the Corporation. A
person in whose name shares of capital stock shall stand on the books of the
Corporation shall be deemed the owner thereof to receive dividends, to vote as
such owner and for all other purposes as respects the Corporation. No transfer
of shares of capital stock shall be valid as against the Corporation, its
stockholders and creditors for any purpose, except to render the transferee
liable for the debts of the Corporation to the extent provided by law, until
such transfer shall have been entered on the books of the Corporation by an
entry showing from and to whom transferred.
 
         7.3 TRANSFER AND REGISTRY AGENTS. The Corporation may from time to time
maintain one or more transfer offices or agents and registry offices or agents
at such place or places as may be determined from time to time by the Board.
 
 
                                       25
<PAGE>
         7.4 LOST, DESTROYED, STOLEN AND MUTILATED CERTIFICATES. The holder of
any shares of capital stock of the Corporation shall immediately notify the
Corporation of any loss, destruction, theft or mutilation of the certificate
representing such shares, and the Corporation may issue a new certificate to
replace the certificate alleged to have been lost, destroyed, stolen or
mutilated. The Board may, in its discretion, as a condition to the issue of any
such new certificate, require the owner of the lost, destroyed, stolen or
mutilated certificate, or his legal representatives, to make proof satisfactory
to the Board of such loss, destruction, theft or mutilation and to advertise
such fact in such manner as the Board may require, and to give the Corporation
and its transfer agents and registrars, or such of them as the Board may
require, a bond in such form, in such sums and with such surety or sureties as
the Board may direct, to indemnify the Corporation and its transfer agents and
registrars against any claim that may be made against any of them on account of
the continued existence of any such certificate so alleged to have been lost,
destroyed, stolen or mutilated and against any expense in connection with such
claim.
 
         7.5 REGULATIONS. The Board may make such rules and regulations as it
may deem expedient, not inconsistent with the By-laws or with the Certificate of
Incorporation, concerning the issue, transfer and registration of certificates
representing shares of its capital stock.
 
          7.6 RESTRICTION ON TRANSFER OF STOCK. A written restriction on the
transfer or resignation of transfer of capital stock of the Corporation, if
permitted by Section 202 of the General Corporation Law and noted conspicuously
on the certificate representing such capital stock, may be enforced against the
holder of the restricted capital stock or any successor or transferee of the
holder including an executor, administrator, trustee, guardian or other
fiduciary
 
 
                                       26
<PAGE>
entrusted with like responsibility for the person or estate of the holder.
Unless noted conspicuously on the certificate representing such capital stock, a
restriction, even though permitted by Section 202 of the General Corporation
Law, shall be ineffective except against a person with actual knowledge of the
restriction. A restriction of the transfer or registration of transfer of
capital stock of the Corporation may be imposed either by the Certificate of
Incorporation or by an agreement among any number of stockholders or among such
stockholders and the Corporation. No restriction so imposed shall be binding
with respect to capital stock issued prior to the adoption of the restriction
unless the holders of such capital stock are parties to an agreement or voted in
favor of the restriction.
 
         7.7 DIVIDENDS, SURPLUS, ETC. Subject to the provisions of the
Certificate of Incorporation and of law, the Board:
 
         7.7.1 May declare and pay dividends or make other distributions on the
outstanding shares of capital stock in such amounts and at such time or times
as, in its discretion, the condition of the affairs of the Corporation shall
render advisable;
 
         7.7.2 May use and apply, in its discretion, any of the surplus of the
Corporation in purchasing or acquiring any shares of capital stock of the
Corporation, or purchase warrants therefor, in accordance with law, or any of
its bonds, debentures, notes, scrip or other securities or evidences or
indebtedness;
 
         7.7.3 May set aside from time to time out of such surplus or net
profits such sum or sums as, in its discretion, it may think proper, as a
reserve fund to meet contingencies, or for equalizing dividends or for the
purpose of maintaining or increasing the property or business of the
Corporation, or for any purpose it may think conducive to the best interests of
the Corporation.
 
 
                                       27
<PAGE>
                                    ARTICLE 8
                                 INDEMNIFICATION
 
(SECTIONS 8.1 AND 8.2 OF ARTICLE 8 ARE HEREBY STRICKEN IN THEIR ENTIRETY AND THE
FOLLOWING SUBSTITUTED IN THEIR PLACE BY APPROVAL OF THE BOARD OF DIRECTORS ON
JULY 23, 2002)
 
         8.1 INDEMNIFICATION OF OFFICERS AND DIRECTORS 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, by reason of the fact that he
is or was a director or an officer of the Corporation or, while serving as a
director or officer of the Corporation or its principal subsidiary bank (the
"Bank"), is or was serving at the request of the Corporation or the Bank as a
director, officer, employee or agent of any Subsidiary of the Corporation,
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 to the fullest extent and in the manner set forth in
and permitted by the General Corporation Law, and any other applicable law, as
from time to time in effect. Such right of indemnification shall not be deemed
exclusive of any other rights to which such director or officer may be entitled
apart from the foregoing provisions. The foregoing provisions of this Section
8.1 shall be deemed to be a contract between the Corporation and each director
and officer who serves in such capacity at any time while this Article 8 and the
relevant provisions of the General Corporation Law and other applicable law, if
any, are in effect, and any repeal or modification thereof shall not affect any
rights or obligations then existing with respect to any state of facts then or
theretofore existing or any
 
 
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action, suit or proceeding theretofore or thereafter brought or threatened based
in whole or in part upon any such state of facts.
 
         For the purposes of this Section 8.1, the term "Subsidiary" shall mean
any corporation, partnership, limited liability company, or other entity in
which the Corporation owns, directly or indirectly, a majority of the economic
or voting ownership interest.
 
         8.2 INDEMNIFICATION OF OTHER PERSONS The Corporation may 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 by reason of the fact that he is or
was an employee or agent of the Corporation, 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 to
the extent and in the manner set forth in and permitted by the General
Corporation Law, and any other applicable law, as from time to time in effect.
Such right of indemnification shall not be deemed exclusive of any other rights
to which any such person may be entitled apart from the foregoing provisions.
 
         8.3 INSURANCE. The Corporation shall have power to 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 power to
indemnify him against such liability under the provisions of Sections 8.1 and
8.2 of the By-laws or under Section 145 of the General Corporation Law or any
other provision of law.
 
 
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                                   ARTICLE 9
                               BOOKS AND RECORDS
 
         9.1 BOOKS AND RECORDS. The Corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of the
stockholders, the Board and any committee of the Board. The Corporation shall
keep at the office designated in the Certificate of Incorporation or at the
office of the transfer agent or registrar of the Corporation, a record
containing the names and addresses of all stockholders, the number and class of
shares held by each and the dates when they respectively became the owners of
record thereof.
 
         9.2 FORM OF RECORDS. Any records maintained by the Corporation in the
regular course of its business, including its stock ledger, books of account,
and minute books, may be kept on, or be in the form of, punch cards, magnetic
tape, photographs, microphotographs, or any other information storage device,
provided that the records so kept can be converted into clearly legible written
form within a reasonable time. The Corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.
 
         9.3 INSPECTION OF BOOKS AND RECORDS. Except as otherwise provided by
law, the Board shall determine from time to time whether, and, if allowed, when
and under what conditions and regulations, the accounts, books, minutes and
other records of the Corporation, or any of them, shall be open to the
inspection of the stockholders.
 
 
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                                   ARTICLE 10
                                      SEAL
 
         The Board may adopt a corporate seal which shall be in the form of a
circle and shall bear the full name of the Corporation, the year of its
incorporation and the word "Delaware."
 
                                   ARTICLE 11
                                   FISCAL YEAR
 
         The fiscal year of the Corporation shall be determined, and may be
changed, by resolution of the Board.
 
                                   ARTICLE 12
                              VOTING OF SHARES HELD
 
         Unless otherwise provided by resolution of the Board, the President
may, from time to time, appoint one or more attorneys or agents of the
Corporation, in the name and on behalf of the Corporation, to cast the votes
which the Corporation may be entitled to cast as a stockholder or otherwise in
any other corporation, any of whose shares or securities may be held by the
Corporation, at meetings of the holders of stock or other securities of such
other corporation, or to consent in writing to any action by any such other
corporation, and may instruct the person or persons so appointed as to the
manner of casting such votes or giving such consent, and may execute or cause to
be executed on behalf of the Corporation and under its corporate seal, or
otherwise, such written proxies, consents, waivers or other instruments as he
may deem necessary or proper in the premises; or the President may himself
attend any meeting of the holders of the stock or other securities of any such
other corporation and thereat
 
 
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vote or exercise any or all other powers of the Corporation as the holder of
such stock or other securities of such other corporation.
 
                                   ARTICLE 13
                                   AMENDMENTS
 
         The By-laws may be altered, amended, supplemented or repealed, or new
By-laws may be adopted, by vote of the holders of the shares entitled to vote in
the election of directors. The By-laws may be altered, amended, supplemented or
repealed, or new By-laws may be adopted, by the Board. Any By-laws adopted,
altered, amended, or supplemented by the Board may be altered, amended, or
supplemented or repealed by the stockholders entitled to vote thereon.