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                                     BYLAWS
                                       OF
                                 UGI CORPORATION
                     (A PENNSYLVANIA REGISTERED CORPORATION)

                                    ARTICLE I

                             OFFICES AND FISCAL YEAR

         SECTION 1.01. REGISTERED OFFICE. The registered office of the
corporation in the Commonwealth of Pennsylvania shall be at 460 North Gulph
Road, King of Prussia, Montgomery County, Pennsylvania 19406, until otherwise
established by an amendment of the articles of incorporation (the "articles") or
by the board of directors and a record of such change is filed with the
Department of State in the manner provided by law.

         SECTION 1.02. OTHER OFFICES. The corporation may also have offices at
such other places within or without the Commonwealth of Pennsylvania as the
board of directors may from time to time appoint or the business of the
corporation may require.

         SECTION 1.03. FISCAL YEAR. The fiscal year of the corporation shall
begin on the first day of October in each year.

                                   ARTICLE II

                        NOTICE-WAIVERS-MEETINGS GENERALLY

         SECTION 2.01. MANNER OF GIVING NOTICE.

         (a) General Rule. Any notice required to be given to any person under
the provisions of the Business Corporation Law or by the articles or these
bylaws, shall be given to the person either personally or by sending a copy
thereof:

                  (1) By first class or express mail, postage prepaid, or
         courier service, charges prepaid, to his or her postal address
         appearing on the books of the corporation or, in the case of directors,
         supplied by the director to the corporation for the purpose of notice.
         Notice pursuant to this clause (1) shall be deemed to have been given
         to the person entitled thereto when deposited in the United States mail
         or with a courier service for delivery to that person. A notice of
         meeting shall specify the place, day and hour of the meeting and any
         other information required by any other provision of the Business
         Corporation Law, the articles or these bylaws.

                  (2) By facsimile transmission, e-mail or other electronic
         communication to his or her facsimile number or address for e-mail or
         other electronic communications supplied by him or her to the
         corporation for the purpose of notice. Notice pursuant to this clause
         (2) shall be deemed to have been given to the person entitled thereto
         when sent.

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         (b) Bulk Mail. If the corporation has more than 30 shareholders, notice
of any regular or special meeting of the shareholders, or any other notice
required by the Business Corporation Law or by the articles or these bylaws to
be given to all shareholders or to all holders of a class or series of shares,
may be given by any class of postpaid mail if the notice is deposited in the
United States mail at least 20 days prior to the day named for the meeting or
any corporate or shareholder action specified in the notice.

         (c) Adjourned Shareholder Meetings. When a meeting of shareholders is
adjourned, it shall not be necessary to give any notice of the adjourned meeting
or of the business to be transacted at an adjourned meeting, other than by
announcement at the meeting at which the adjournment is taken, unless the board
fixes a new record date for the adjourned meeting in which event notice shall be
given in accordance with Section 2.03.

         SECTION 2.02. NOTICE OF MEETINGS OF BOARD OF DIRECTORS. Notice of a
regular meeting of the board of directors need not be given. Notice of every
special meeting of the board of directors shall be given to each director by
telephone or in writing at least 24 hours (in the case of notice by telephone,
facsimile transmission, e-mail or other electronic communication) or 48 hours
(in the case of notice by telegraph, courier service or express mail) or five
days (in the case of notice by first class mail) before the time at which the
meeting is to be held. Every such notice shall state the time and place of the
meeting. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board need be specified in a notice of the
meeting.

         SECTION 2.03. NOTICE OF MEETINGS OF SHAREHOLDERS.

                  (a) General Rule. Except as otherwise provided in Section
2.01(b) or in the articles, written notice of every meeting of the shareholders
shall be given by, or at the direction of, the secretary or other authorized
person to each shareholder of record entitled to vote at the meeting at least
(1) ten days prior to the day named for a meeting (and, in case of a meeting
called to consider a merger, consolidation, share exchange or division, to each
shareholder of record not entitled to vote at the meeting) called to consider a
fundamental change under 15 Pa.C.S. Chapter 19 or (2) five days prior to the day
named for the meeting in any other case. If the secretary neglects or refuses to
give notice of a meeting, the person or persons calling the meeting may do so.
In the case of a special meeting of shareholders, the notice shall specify the
general nature of the business to be transacted.

                  (b) Notice of Action by Shareholders on Bylaws. In the case of
a meeting of shareholders that has as one of its purposes action on the bylaws,
written notice shall be given to each shareholder that the purpose, or one of
the purposes, of the meeting is to consider the adoption, amendment or repeal of
the bylaws. There shall be included in, or enclosed with, the notice a copy of
the proposed amendment or a summary of the changes to be effected thereby.

                  (c) Notice of Action by Shareholders on Fundamental Change. In
the case of a meeting of the shareholders that has as one of its purposes action
with respect to any fundamental change under 15 Pa.C.S. Chapter 19, each
shareholder shall be given, together with written notice of the meeting, a copy
or summary of the amendment or plan to be considered at the meeting in
compliance with the provisions of Chapter 19.

                  (d) Notice of Action by Shareholders Giving Rise to
Dissenters' Rights. In the case of a meeting of the shareholders that has as one
of its purposes action that would give rise to dissenters'

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rights under the provisions of 15 Pa.C.S. Subchapter 15D, each shareholder, to
the extent entitled thereto under the Business Corporation Law, shall be given,
together with written notice of the meeting:

                           (1) a statement that the shareholders have a right to
dissent and obtain payment of the fair value of their shares by complying with
the provisions of Subchapter 15D (relating to dissenters' rights); and

                           (2) a copy of Subchapter 15D.

         SECTION 2.04. WAIVER OF NOTICE.

                  (a) Written Waiver. Whenever any written notice is required to
be given under the provisions of the Business Corporation Law, the articles or
these bylaws, a waiver thereof in writing, signed by the person or persons
entitled to the notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of the notice. Neither the business to be
transacted at, nor the purpose of, a meeting need be specified in the waiver of
notice of the meeting.

                  (b) Waiver by Attendance. Attendance of a person at any
meeting shall constitute a waiver of notice of the meeting except where a 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 was not lawfully
called or convened.

         SECTION 2.05. MODIFICATION OF PROPOSAL CONTAINED IN NOTICE. Whenever
the language of a proposed resolution is included in a written notice of a
meeting required to be given under the provisions of the Business Corporation
Law or the articles or these bylaws, the meeting considering the resolution may
without further notice adopt it with such clarifying or other amendments as do
not enlarge its original purpose.

         SECTION 2.06. EXCEPTION TO REQUIREMENT OF NOTICE.

                  (a) General Rule. Whenever any notice or communication is
required to be given to any person under the provisions of the Business
Corporation Law or by the articles or these bylaws or by the terms of any
agreement or other instrument or as a condition precedent to taking any
corporate action and communication with that person is then unlawful, the giving
of the notice or communication to that person shall not be required.

                  (b) Shareholders Without Forwarding Addresses. Notice or other
communications need not be sent to any shareholder with whom the corporation has
been unable to communicate for more than 24 consecutive months because
communications to the shareholder are returned unclaimed or the shareholder has
otherwise failed to provide the corporation with a current address. Whenever the
shareholder provides the corporation with a current address, the corporation
shall commence sending notices and other communications to the shareholder in
the same manner as to other shareholders.

         SECTION 2.07. USE OF CONFERENCE TELEPHONE AND OTHER TECHNOLOGY. Any
director may participate in any meeting of the board of directors, and the board
of directors may provide by resolution with respect to a specific meeting or
with respect to a class of meetings that one or more persons may participate in
a meeting of the shareholders of the corporation, by means of conference
telephone or other electronic technology by means of which all persons
participating in the meeting

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can hear each other. Participation in a meeting pursuant to this section shall
constitute presence in person at the meeting.

                                   ARTICLE III

                                  SHAREHOLDERS

         SECTION 3.01. PLACE OF MEETING. All meetings of the shareholders of the
corporation shall be held at the registered office of the corporation unless
another place is designated by the board of directors in the notice of a
meeting. If a meeting of shareholders is held by means of the Internet or other
electronic technology pursuant to which the shareholders have an opportunity to
read or hear the proceedings substantially concurrently with their occurrence,
vote on matters submitted to the shareholders and pose questions to the
directors, the meeting need not be held at a particular geographic location.

         SECTION 3.02. ANNUAL MEETING. The board of directors may fix and
designate the date and time of the annual meeting of the shareholders, but if no
such date and time is fixed and designated by the board, the meeting for any
calendar year shall be held on the first Tuesday in March in such year, if not a
legal holiday under the laws of Pennsylvania, and, if a legal holiday, then on
the next succeeding business day, not a Saturday, at 10:00 o'clock A.M., and at
said meeting the shareholders then entitled to vote shall elect directors and
shall transact such other business as may properly be brought before the
meeting. If the annual meeting shall not have been called and held within six
months after the designated time, any shareholder may call the meeting at any
time thereafter.

         SECTION 3.03. SPECIAL MEETINGS. Special meetings of the shareholders
may be called at any time by the chief executive officer or by resolution of the
board of directors, who may fix the date, time and place of the meeting. If the
chief executive officer or the board does not fix the date, time or place of the
meeting, it shall be the duty of the secretary to do so. A date fixed by the
secretary shall not be more than 60 days after the date of the receipt of the
request from the chief executive officer or adoption of the resolution of the
board calling the special meeting.

         SECTION 3.04. QUORUM AND ADJOURNMENT.

                  (a) General Rule. A meeting of shareholders of the corporation
duly called shall not be organized for the transaction of business unless a
quorum is present. The presence of shareholders entitled to cast at least a
majority of the votes that all shareholders are entitled to cast on a particular
matter to be acted upon at the meeting shall constitute a quorum for the
purposes of consideration and action on the matter. Shares of the corporation
owned, directly or indirectly, by it and controlled, directly or indirectly, by
the board of directors of this corporation, as such, shall not be counted in
determining the total number of outstanding shares for quorum purposes at any
given time.

                  (b) Withdrawal of a Quorum. The shareholders present at a duly
organized meeting can continue to do business until adjournment notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.

                  (c) Adjournments Generally. Any regular or special meeting of
the shareholders, including one at which directors are to be elected and one
which cannot be organized because a

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quorum has not attended, may be adjourned for such period and to such place as
the shareholders present and entitled to vote shall direct.

                  (d) Electing Directors at Adjourned Meeting. Those
shareholders entitled to vote who attend a meeting called for the election of
directors that has been previously adjourned for lack of a quorum, although less
than a quorum as fixed in this section, shall nevertheless constitute a quorum
for the purpose of electing directors.

                  (e) Other Action in Absence of Quorum. Those shareholders
entitled to vote who attend a meeting of shareholders that has been previously
adjourned for one or more periods aggregating at least 15 days because of an
absence of a quorum, although less than a quorum as fixed in this section, shall
nevertheless constitute a quorum for the purpose of acting upon any matter set
forth in the notice of the meeting if the notice states that those shareholders
who attend the adjourned meeting shall nevertheless constitute a quorum for the
purpose of acting upon the matter.

                  (f) Effect of Proxy on Quorum. - If a proxy casts a vote on
behalf of a shareholder on any issue other than a procedural motion considered
at a meeting of shareholders, the shareholder shall be deemed to be present
during the entire meeting for purposes of determining whether a quorum is
present for consideration of any other issue.

         SECTION 3.05. ACTION BY SHAREHOLDERS. Except as otherwise provided in
the Business Corporation Law or the articles or these bylaws, whenever any
corporate action is to be taken by vote of the shareholders of the corporation,
it shall be authorized upon receiving the affirmative vote of a majority of the
votes cast by all shareholders entitled to vote thereon and, if any shareholders
are entitled to vote thereon as a class, upon receiving the affirmative vote of
a majority of the votes cast by the shareholders entitled to vote as a class.
Except when acting by unanimous consent to remove a director or directors, the
shareholders of the corporation may act only at a duly organized meeting.

         SECTION 3.06. CONDUCT OF SHAREHOLDERS MEETING.. At every meeting of the
shareholders, the chairman of the board, if there be one, or, in the case of
vacancy in office or absence of the chairman of the board, one of the following
persons present in the order stated: the vice chairman of the board, if there be
one, the president, the vice presidents in their order of rank and seniority, or
a person chosen by vote of the shareholders present, shall act as the presiding
officer of the meeting. The secretary or, in the absence of the secretary, an
assistant secretary, or, in the absence of both the secretary and assistant
secretaries, a person appointed by the chairman of the meeting, shall act as
secretary of the meeting. Except as otherwise provided by prior action of the
board of directors, the presiding officer of the meeting shall determine the
order of business and shall have the authority to establish rules for the
conduct of the meeting.

         SECTION 3.07. VOTING RIGHTS OF SHAREHOLDERS. Unless otherwise provided
in the articles, every shareholder of the corporation shall be entitled to one
vote for every share standing in the name of the shareholder on the books of the
corporation.

         SECTION 3.08. VOTING AND OTHER ACTION BY PROXY.

                  (a) General Rule.

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                           (1) Every shareholder entitled to vote at a meeting
of shareholders may authorize another person to act for the shareholder by
proxy.

                           (2) The presence of, or vote or other action at a
meeting of shareholders by a proxy of a shareholder shall constitute the
presence of, or vote or action by the shareholder.

                           (3) Where two or more proxies of a shareholder are
present, the corporation shall, unless otherwise expressly provided in the
proxy, accept as the vote of all shares represented thereby the vote cast by a
majority of them and, if a majority of the proxies cannot agree whether the
shares represented shall be voted or upon the manner of voting the shares, the
voting of the shares shall be divided equally among those persons.

                  (b) Execution and Filing. Every proxy shall be executed or
authenticated by the shareholder or by the duly authorized attorney-in-fact of
the shareholder and filed with or transmitted to the secretary of the
corporation or its designated agent. A shareholder or his or her duly authorized
attorney-in fact may execute or authenticate a writing or transmit an electronic
message authorizing another person to act for such shareholder by proxy. A
telegram, telex, cablegram, datagram, email, Internet communication or other
means of electronic transmission from a shareholder or attorney-in-fact, or a
photographic, facsimile or similar reproduction of a writing executed by a
shareholder or attorney-in-fact:

                           (1) may be treated as properly executed or
authenticated for purposes of this subsection; and

                           (2) shall be so treated if it sets forth or utilizes
a confidential and unique identification number or other mark furnished by the
corporation to the shareholder for the purposes of a particular meeting or
transaction.

                  (c) Revocation. A proxy, unless coupled with an interest,
shall be revocable at will, notwithstanding any other agreement or any provision
in the proxy to the contrary, but the revocation of a proxy shall not be
effective until written notice thereof has been given to the secretary of the
corporation or its designated agent in writing or by electronic transmission. An
unrevoked proxy shall not be valid after three years from the date of its
execution, authentication or transmission unless a longer time is expressly
provided therein. A proxy shall not be revoked by the death or incapacity of the
maker unless, before the vote is counted or the authority is exercised, written
notice of the death or incapacity is given to the secretary of the corporation
or its designated agent.

                  (d) Expenses. The corporation shall pay the reasonable
expenses of solicitation of votes, proxies or consents of shareholders by or on
behalf of the board of directors or its nominees for election to the board,
including solicitation by professional proxy solicitors and otherwise.

         SECTION 3.09. VOTING BY FIDUCIARIES AND PLEDGEES. Shares of the
corporation standing in the name of a trustee or other fiduciary and shares held
by an assignee for the benefit of creditors or by a receiver may be voted by the
trustee, fiduciary, assignee or receiver. A shareholder whose shares are pledged
shall be entitled to vote the shares until the shares have been transferred into
the name of the pledgee, or a nominee of the pledgee, but nothing in this
section shall affect the validity of a proxy given to a pledgee or nominee.

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         SECTION 3.10. VOTING BY JOINT HOLDERS OF SHARES.

                  (a) General Rule. Where shares of the corporation are held
jointly or as tenants in common by two or more persons, as fiduciaries or
otherwise:

                           (1) if only one or more of such persons is present in
person or by proxy, all of the shares standing in the names of such persons
shall be deemed to be represented for the purpose of determining a quorum and
the corporation shall accept as the vote of all the shares the vote cast by a
joint owner or a majority of them; and

                           (2) if the persons are equally divided upon whether
the shares held by them shall be voted or upon the manner of voting the shares,
the voting of the shares shall be divided equally among the persons without
prejudice to the rights of the joint owners or the beneficial owners thereof
among themselves.

                  (b) Exception. If there has been filed with the secretary of
the corporation a copy, certified by an attorney at law to be correct, of the
relevant portions of the agreement under which the shares are held or the
instrument by which the trust or estate was created or the order of court
appointing them or of an order of court directing the voting of the shares, the
persons specified as having such voting power in the document latest in date of
operative effect so filed, and only those persons, shall be entitled to vote the
shares but only in accordance therewith.

         SECTION 3.11. VOTING BY CORPORATIONS.

                  (a) Voting by Corporate Shareholders. Any corporation that is
a shareholder of this corporation may vote at meetings of shareholders of this
corporation by any of its officers or agents, or by proxy appointed by any
officer or agent, unless some other person, by resolution of the board of
directors of the other corporation or a provision of its articles or bylaws, a
copy of which resolution or provision certified to be correct by one of its
officers has been filed with the secretary of this corporation, is appointed its
general or special proxy in which case that person shall be entitled to vote the
shares.

                  (b) Controlled Shares. Shares of this corporation owned,
directly or indirectly, by it and controlled, directly or indirectly, by the
board of directors of this corporation, as such, shall not be voted at any
meeting and shall not be counted in determining the total number of outstanding
shares for voting purposes at any given time.

         SECTION 3.12. DETERMINATION OF SHAREHOLDERS OF RECORD.

                  (a) Fixing Record Date. The board of directors may fix a time
prior to the date of any meeting of shareholders as a record date for the
determination of the shareholders entitled to notice of, or to vote at, the
meeting, which time, except in the case of an adjourned meeting, shall be not
more than 90 days prior to the date of the meeting of shareholders. Only
shareholders of record on the date fixed shall be so entitled notwithstanding
any transfer of shares on the books of the corporation after any record date
fixed as provided in this subsection. The board of directors may similarly fix a
record date for the determination of shareholders of record for any other
purpose. When a determination of shareholders of record has been made as
provided in this section for purposes of a meeting, the determination shall
apply to any adjournment thereof unless the board fixes a new record date for
the adjourned meeting.

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                  (b) Determination When a Record Date is Not Fixed. If a record
date is not fixed:

                           (1) The record date for determining shareholders
entitled to notice of or to vote at a meeting of shareholders shall be at the
close of business on the day next preceding the day on which notice is given.

                           (2) The record date for determining shareholders 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.

                  (c) Certification by Nominee. The board of directors may adopt
a procedure whereby a shareholder of the corporation may certify in writing to
the corporation that all or a portion of the shares registered in the name of
the shareholder are held for the account of a specified person or persons. Upon
receipt by the corporation of a certification complying with the procedure, the
persons specified in the certification shall be deemed, for the purposes set
forth in the certification, to be the holders of record of the number of shares
specified in place of the shareholder making the certification.

         SECTION 3.13. VOTING LISTS.

                  (a) General Rule. The officer or agent having charge of the
transfer books for shares of the corporation shall make a complete list of the
shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order, with the address of and the number of shares held by each.
The list shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting for the purposes thereof except that, if the corporation has
5,000 or more shareholders, in lieu of the making of the list the corporation
may make the information therein available at the meeting by any other means.

                  (b) Effect of List. Failure to comply with the requirements of
this section shall not affect the validity of any action taken at a meeting
prior to a demand at the meeting by any shareholder entitled to vote thereat to
examine the list. The original share register or transfer book, or a duplicate
thereof kept in the Commonwealth of Pennsylvania, shall be prima facie evidence
as to who are the shareholders entitled to examine the list or share register or
transfer book or to vote at any meeting of shareholders.

         SECTION 3.14. JUDGES OF ELECTION.

                  (a) Appointment. In advance of any meeting of shareholders of
the corporation, the board of directors may appoint judges of election, who need
not be shareholders, to act at the meeting or any adjournment thereof. If judges
of election are not so appointed, the presiding officer of the meeting may, and
on the request of any shareholder shall, appoint judges of election at the
meeting. The number of judges shall be one or three. A person who is a candidate
for an office to be filled at the meeting shall not act as a judge.

                  (b) Vacancies. In case any person appointed as a judge fails
to appear or fails or refuses to act, the vacancy may be filled by appointment
made by the board of directors in advance of the convening of the meeting or at
the meeting by the presiding officer thereof.

                  (c) Duties. The judges of election shall determine the number
of shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, and the

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authenticity, validity and effect of proxies, receive votes or ballots, hear and
determine all challenges and questions in any way arising in connection with
nominations by shareholders or the right to vote, count and tabulate all votes,
determine the result and do such acts as may be proper to conduct the election
or vote with fairness to all shareholders. The judges of election shall perform
their duties impartially, in good faith, to the best of their ability and as
expeditiously as is practical. If there are three judges of election, the
decision, act or certificate of a majority shall be effective in all respects as
the decision, act or certificate of all.

                  (d) Report. On request of the presiding officer of the meeting
or of any shareholder, the judges shall make a report in writing of any
challenge or question or matter determined by them, and execute a certificate of
any fact found by them. Any report or certificate made by them shall be prima
facie evidence of the facts stated therein.

         SECTION 3.15. MINORS AS SECURITY HOLDERS. The corporation may treat a
minor who holds shares or obligations of the corporation as having capacity to
receive and to empower others to receive dividends, interest, principal and
other payments or distributions, to vote or express consent or dissent and to
make elections and exercise rights relating to such shares or obligations
unless, in the case of payments or distributions on shares, the corporate
officer responsible for maintaining the list of shareholders or the transfer
agent of the corporation or, in the case of payments or distributions on
obligations, the treasurer or paying officer or agent has received written
notice that the holder is a minor.

         SECTION 3.16 USE OF CONFERENCE TELEPHONE OR OTHER TECHNOLOGY. The
presence or participation, including voting and taking other action, at a
meeting of shareholders, or the expression of consent or dissent to corporate
action, by a shareholder by conference telephone or other electronic means,
including the Internet, shall constitute the presence of, or vote or action by,
or consent or dissent of the shareholder for purposes of the Business
Corporation Law, the articles and these bylaws.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

         SECTION 4.01. POWERS; PERSONAL LIABILITY.

                  (a) General Rule. Unless otherwise provided by statute, all
powers vested by law in the corporation shall be exercised by or under the
authority of, and the business and affairs of the corporation shall be managed
under the direction of, the board of directors.

                  (b) Personal Liability of Directors.

                           (1) A director shall not be personally liable, as
such, for monetary damages (including, without limitation, any judgment, amount
paid in settlement, penalty, punitive damages or expense of any nature
(including, without limitation, attorneys' fees and disbursements)) for any
action taken, or any failure to take any action, unless:

                                    (i) the director has breached or failed to
perform the duties of his or her office under Subchapter 17B of the Business
Corporation Law or any successor provision; and

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                                    (ii) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.

                           (2) The provisions of paragraph (1) shall not apply
to the responsibility or liability of a director pursuant to any criminal
statute, or the liability of a director for the payment of taxes pursuant to
local, state or federal law.

                  (The provisions of this subsection (b) were first adopted by
the shareholders of the corporation on December 20, 1991.)

                  (c) Notation of Dissent. A director of the corporation who is
present at a meeting of the board of directors, or of a committee of the board,
at which action on any corporate matter is taken on which the director is
generally competent to act, shall be presumed to have assented to the action
taken unless his or her dissent is entered in the minutes of the meeting or
unless the director files his or her written dissent to the action with the
secretary of the meeting before the adjournment thereof or transmits the dissent
in writing to the secretary of the corporation immediately after the adjournment
of the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this section shall bar a director from asserting
that minutes of the meeting incorrectly omitted his or her dissent if, promptly
upon receipt of a copy of such minutes, the director notifies the secretary, in
writing, of the asserted omission or inaccuracy.

         SECTION 4.02. QUALIFICATIONS AND SELECTION OF DIRECTORS.

                  (a) Qualifications. Each director of the corporation shall be
a natural person of full age, provided that no person of age 70 years or more
shall be eligible for election as a director. Directors need not be residents of
the Commonwealth of Pennsylvania or shareholders of the corporation.

                  (b) Notice of Certain Nominations Required. Nominations for
election of directors may be made by any shareholder entitled to vote for the
election of directors if written notice (the "Notice") of the shareholder's
intent to nominate a director at the meeting is given by the shareholder and
received by the secretary of the corporation in the manner and within the time
specified in this section. The initial Notice shall be delivered to the
secretary of the corporation not less than 45 days prior to the anniversary of
the mailing date of the corporation's proxy statement for its previous meeting
of the shareholders called for the election of directors. In lieu of delivery to
the secretary, the Notice may be mailed to the secretary by certified mail,
return receipt requested, but shall be deemed to have been given only upon
actual receipt by the secretary. The requirements of this subsection shall not
apply to a nomination for directors made to the shareholders by the board of
directors.

                  (c) Contents of Notice. The Notice shall be in writing and
shall contain or be accompanied by:

                           (1) the name and residence address of the nominating
shareholder;

                           (2) a representation that the shareholder is a holder
of record of voting stock of the corporation and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
Notice;

                           (3) such information regarding each nominee as would
have been required to be included in a proxy statement filed pursuant to
Regulation 14A of the rules and regulations

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established by the Securities and Exchange Commission under the Securities
Exchange Act of 1934 (or pursuant to any successor act or regulation) had
proxies been solicited with respect to such nominee by the management or board
of directors of the corporation;

                           (4) a description of all arrangements or
understandings among the shareholder and each nominee and any other person or
persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the shareholder; and

                           (5) the consent of each nominee to serve as a
director of the corporation if so elected.

                  (d) Determination of Compliance. If a judge or judges of
election shall not have been appointed pursuant to these bylaws, the presiding
officer of the meeting may, if the facts warrant, determine and declare to the
meeting that any nomination made at the meeting was not made in accordance with
the procedures of this section and, in such event, the nomination shall be
disregarded. Any decision by the presiding officer of the meeting made in good
faith shall be conclusive and binding upon all shareholders of the corporation
for any purpose.

                  (e) Election of Directors. In elections for directors, voting
need not be by ballot, unless required by vote of the shareholders before the
voting for the election of directors begins. The candidates receiving the
highest number of votes from each class or group of classes, if any, entitled to
elect directors separately up to the number of directors to be elected by the
class or group of classes shall be elected. If at any meeting of shareholders,
directors of more than one class are to be elected, each class of directors
shall be elected in a separate election.

         SECTION 4.03. NUMBER AND TERM OF OFFICE.

                  (a) Number. The board of directors shall consist of such
number of directors, as may be determined from time to time by resolution of the
board of directors.

                  (b) Term of Office. Each director shall hold office until the
expiration of the term for which he or she was selected and until a successor
has been selected and qualified or until his or her earlier death, resignation
or removal. A decrease in the number of directors shall not have the effect of
shortening the term of any incumbent director.

                  (c) Resignation. Any director may resign at any time upon
written notice to the corporation. The resignation shall be effective upon
receipt thereof by the corporation or at such subsequent time as shall be
specified in the notice of resignation.

         SECTION 4.04. VACANCIES.

                  (a) General Rule. Vacancies in the board of directors,
including vacancies resulting from an increase in the number of directors, may
be filled by a majority vote of the remaining members of the board though less
than a quorum, or by a sole remaining director, and each person so selected
shall be a director to serve until the next selection of the class for which
such director has been chosen, and until a successor has been selected and
qualified or until his or her earlier death, resignation or removal.

                  (b) Action by Resigned Directors. When one or more directors
resign from the board effective at a future date, the directors then in office,
including those who have so resigned, shall

                                      -11-

<PAGE>

have power by the applicable vote to fill the vacancies, the vote thereon to
take effect when the resignations become effective.

         SECTION 4.05. REMOVAL OF DIRECTORS.

                  (a) Removal by the Shareholders. The entire board of
directors, or any class of the board, or any individual director may be removed
from office by vote of the shareholders entitled to vote thereon only for cause.
In case the board or a class of the board or any one or more directors are so
removed, new directors may be elected at the same meeting. The repeal of a
provision of the articles or bylaws prohibiting, or the addition of a provision
to the articles or bylaws permitting, the removal by the shareholders of the
board, a class of the board or a director without assigning any cause shall not
apply to any incumbent director during the balance of the term for which the
director was selected.

                  (b) Removal by the Board. The board of directors may declare
vacant the office of a director who has been judicially declared of unsound mind
or who has been convicted of an offense punishable by imprisonment for a term of
more than one year or if, within 60 days after notice of his or her selection,
the director does not accept the office either in writing or by attending a
meeting of the board of directors.

         SECTION 4.06. PLACE OF MEETINGS. Meetings of the board of directors may
be held at such place within or without the Commonwealth of Pennsylvania as the
board of directors may from time to time appoint or as may be designated in the
notice of the meeting.

         SECTION 4.07. ORGANIZATION OF MEETINGS. At every meeting of the board
of directors, the chairman of the board, if there be one, or, in the case of a
vacancy in the office or absence of the chairman of the board, one of the
following officers present in the order stated: the vice chairman of the board,
if there be one, the president, the vice presidents in their order of rank and
seniority, or a person chosen by a majority of the directors present, shall act
as chairman of the meeting. The secretary or, in the absence of the secretary,
an assistant secretary, or, in the absence of the secretary and the assistant
secretaries, any person appointed by the chairman of the meeting, shall act as
secretary of the meeting.

         SECTION 4.08. REGULAR MEETINGS. Regular meetings of the board of
directors shall be held at such time and place as shall be designated from time
to time by resolution of the board of directors.

         SECTION 4.09. SPECIAL MEETINGS. Special meetings of the board of
directors shall be held whenever called by the chief executive officer or by two
or more of the directors.

         SECTION 4.10. QUORUM OF AND ACTION BY DIRECTORS.

                  (a) General Rule. A majority of the directors in office of the
corporation shall be necessary to constitute a quorum for the transaction of
business and the acts of a majority of the directors present and voting at a
meeting at which a quorum is present shall be the acts of the board of
directors.

                  (b) Action by Written Consent. Any action required or
permitted to be taken at a meeting of the directors may be taken without a
meeting if, prior or subsequent to the action, a consent or consents thereto by
all of the directors in office is filed with the secretary of the corporation.

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<PAGE>

                  (c) Notation of Dissent. A director who is present at a
meeting of the board of directors, or of a committee of the board, at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless his or her dissent is entered in the minutes of the
meeting or unless the director files a written dissent to the action with the
secretary of the meeting before the adjournment thereof or transmits the dissent
in writing to the secretary of the corporation immediately after the adjournment
of the meeting. The right to dissent shall not apply to a director who voted in
favor of the action. Nothing in this section shall bar a director from asserting
that minutes of the meeting incorrectly omitted his or her dissent if, promptly
upon receipt of a copy of such minutes, the director notifies the secretary, in
writing, of the asserted omission or inaccuracy.

         SECTION 4.11. EXECUTIVE AND OTHER COMMITTEES.

                  (a) Establishment and Powers. The board of directors may, by
resolution adopted by a majority of the directors in office, establish one or
more committees to consist of one or more directors of the corporation. Any
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all of the powers and authority of the board of
directors except that a committee shall not have any power or authority as to
the following:

                           (1) The submission to shareholders of any action
requiring approval of shareholders under the Business Corporation Law.

                           (2) The creation or filling of vacancies in the board
of directors.

                           (3) The adoption, amendment or repeal of these
bylaws.

                           (4) The amendment or repeal of any resolution of the
board that by its terms is amendable or repealable only by the board.

                           (5) Action on matters committed by a resolution of
the board of directors to another committee of the board.

                  (b) Alternate Committee Members. 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 or for the
purposes of any written action by the committee. In the absence or
disqualification of a member and alternate member or members of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not constituting a quorum, may unanimously appoint another
director to act at the meeting in the place of the absent or disqualified
member.

                  (c) Term. Each committee of the board shall serve at the
pleasure of the board.

                  (d) Committee Procedures. The term "board of directors" or
"board," when used in any provision of these bylaws relating to the organization
or procedures of or the manner of taking action by the board of directors, shall
be construed to include and refer to any executive or other committee of the
board.

         SECTION 4.12. COMPENSATION. The board of directors shall have the
authority to fix the compensation of directors for their services as directors
and a director may be a salaried officer of the corporation.

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                                    ARTICLE V

                                    OFFICERS

         SECTION 5.01. OFFICERS GENERALLY.

                  (a) Number, Qualifications and Designation. The officers of
the corporation shall be a president, one or more vice presidents, a secretary,
a treasurer, and such other officers as may be elected in accordance with the
provisions of Section 5.03. Officers may but need not be directors or
shareholders of the corporation. The president and secretary shall be natural
persons of full age. The treasurer may be a corporation, but if a natural person
shall be of full age. The board of directors may elect from among the members of
the board a chairman of the board and a vice chairman of the board who may be
officers of the corporation. Any number of offices may be held by the same
person.

                  (b) Bonding. The corporation may secure the fidelity of any or
all of its officers by bond or otherwise.

                  (c) Standard of Care. In lieu of the standards of conduct
otherwise provided by law, officers of the corporation shall be subject to the
same standards of conduct, including standards of care and loyalty and rights of
justifiable reliance, as shall at the time be applicable to directors of the
corporation. An officer of the corporation shall not be personally liable, as
such, to the corporation or its shareholders for monetary damages (including,
without limitation, any judgment, amount paid in settlement, penalty, punitive
damages or expense of any nature (including, without limitation, attorneys' fees
and disbursements)) for any action taken, or any failure to take any action,
unless the officer has breached or failed to perform the duties of his or her
office under the articles of incorporation, these bylaws, or the applicable
provisions of law and the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness. The provisions of this subsection shall not
apply to the responsibility or liability of an officer pursuant to any criminal
statute or for the payment of taxes pursuant to local, state or federal law.

         SECTION 5.02. ELECTION, TERM OF OFFICE AND RESIGNATIONS.

                  (a) Election and Term of Office. The officers of the
corporation (except those elected by delegated authority pursuant to Section
5.03 or filled pursuant to Section 5.05) shall be elected annually by the board
of directors, and each such officer shall hold office for a term of one year and
until a successor has been selected and qualified or until his or her earlier
death, resignation or removal.

                  (b) Resignations. Any officer may resign at any time upon
written notice to the corporation. The resignation shall be effective upon
receipt thereof by the corporation or at such subsequent time as may be
specified in the notice of resignation.

         SECTION 5.03. SUBORDINATE OFFICERS, COMMITTEES AND AGENTS. The board of
directors may from time to time elect such other officers and appoint such
committees, employees or other agents as the business of the corporation may
require, including one or more assistant secretaries, and one or more assistant
treasurers, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these bylaws, or as the board of
directors may from time to time determine. The board of directors may delegate
to any officer or committee the power to elect subordinate officers and to
retain or appoint employees or other agents, or committees thereof,

                                      -14-

<PAGE>

and to prescribe the authority and duties of such subordinate officers,
committees, employees or other agents.

         SECTION 5.04. REMOVAL OF OFFICERS AND AGENTS. Any officer or agent of
the corporation may be removed by the board of directors with or without cause.
The removal shall be without prejudice to the contract rights, if any, of any
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.

         SECTION 5.05. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, may be filled by the
board of directors or the board of directors may delegate to any officer or
committee the power to fill a vacancy in such office or to create a new such
office, subject to ratification by the board of directors, and if the office is
one for which these bylaws prescribe a term, shall be filled for the unexpired
portion of the term.

         SECTION 5.06. AUTHORITY.

                  (a) General Rule. All officers of the corporation, as between
themselves and the corporation, shall have such authority and perform such
duties in the management of the corporation as may be provided by or pursuant to
resolutions or orders of the board of directors or, in the absence of
controlling provisions in the resolutions or orders of the board of directors,
as may be determined by or pursuant to these bylaws.

                  (b) Chief Executive Officer. The chairman of the board or the
president, as designated from time to time by the board of directors, shall be
the chief executive officer of the corporation.

         SECTION 5.07. THE CHAIRMAN AND VICE CHAIRMAN OF THE BOARD. The chairman
of the board or in the absence of the chairman, the vice chairman of the board,
shall preside at all meetings of the shareholders and of the board of directors,
and shall perform such other duties as may from time to time be requested by the
board of directors.

         SECTION 5.08. THE CHIEF EXECUTIVE OFFICER. The chief executive officer
shall be the chief executive officer of the corporation and shall have general
supervision over the business of the corporation. The chief executive officer
shall have the general powers and shall perform the duties which by law and
general usage appertain to the office, subject, however, to the control of the
board of directors. The chief executive officer shall sign, execute and
acknowledge, in the name of the corporation, deeds, mortgages, bonds, contracts
and other instruments authorized by the board of directors, except in cases
where the signing and execution thereof shall be expressly delegated by the
board of directors, or by these bylaws, to some other officer or agent of the
corporation.

         SECTION 5.09. THE PRESIDENT. The president shall perform such duties as
from time to time may be assigned by the board of directors or the chief
executive officer (unless the president shall be the chief executive officer, in
which case the president's duties shall be those specified in Section 5.08).

         SECTION 5.10. THE VICE PRESIDENTS. The vice presidents shall perform
the duties of the president in the absence of the president and such other
duties as may from time to time be assigned to them by the board of directors or
the president.

         SECTION 5.11. THE SECRETARY. The secretary or an assistant secretary
shall attend all meetings of the shareholders and of the board of directors and
all committees thereof and shall

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<PAGE>

record all the votes of the shareholders and of the directors and the minutes of
the meetings of the shareholders and of the board of directors and of committees
of the board in a book or books to be kept for that purpose; shall see that
notices are given and records and reports properly kept and filed by the
corporation as required by law; shall be the custodian of the seal of the
corporation and see that it is affixed to all documents to be executed on behalf
of the corporation under its seal; and, in general, shall perform all duties
incident to the office of secretary, and such other duties as may from time to
time be assigned by the board of directors or the president.

         SECTION 5.12. THE TREASURER. The treasurer or an assistant treasurer
shall have or provide for the custody of the funds or other property of the
corporation; shall collect and receive or provide for the collection and receipt
of monies earned by or in any manner due to or received by the corporation;
shall deposit all funds in his or her custody as treasurer in such banks or
other places of deposit as the board of directors may from time to time
designate; shall, whenever so required by the board of directors, render an
account showing all transactions as treasurer, and the financial condition of
the corporation; and, in general, shall discharge such other duties as may from
time to time be assigned by the board of directors or the president.

         SECTION 5.13. SALARIES. The salaries of the officers elected by the
board of directors shall be fixed from time to time by the board of directors or
by such officer as may be designated by resolution of the board. The salaries or
other compensation of any other officers, employees and other agents shall be
fixed from time to time by the officer or committee to which the power to elect
such officers or to retain or appoint such employees or other agents has been
delegated pursuant to Section 5.03. No officer shall be prevented from receiving
such salary or other compensation by reason of the fact that the officer is also
a director of the corporation.

                                   ARTICLE VI

                      CERTIFICATES OF STOCK, TRANSFER, ETC.

         SECTION 6.01. SHARE CERTIFICATES.

                  (a) Form of Certificates. Certificates for shares of the
corporation shall be in such form as approved by the board of directors, and
shall state that the corporation is incorporated under the laws of the
Commonwealth of Pennsylvania, the name of the person to whom issued, and the
number and class of shares and the designation of the series (if any) that the
certificate represents. If the corporation is authorized to issue shares of more
than one class or series, certificates for shares of the corporation shall set
forth upon the face or back of the certificate (or shall state on the face or
back of the certificate that the corporation will furnish to any shareholder
upon request and without charge), a full or summary statement of the
designations, voting rights, preferences, limitations and special rights of the
shares of each class or series authorized to be issued so far as they have been
fixed and determined and the authority of the board of directors to fix and
determine the designations, voting rights, preferences, limitations and special
rights of the classes and series of shares of the corporation.

                  (b) Share Register. The share register or transfer books and
blank share certificates shall be kept by the secretary or by any transfer agent
or registrar designated by the board of directors for that purpose.

         SECTION 6.02. ISSUANCE. The share certificates of the corporation shall
be numbered and registered in the share register or transfer books of the
corporation as they are issued. They shall be

                                      -16-

<PAGE>

executed in such manner as the board of directors shall determine. Where a
certificate is signed by a transfer agent or a registrar, the signature of any
corporate officer upon the certificate may be a facsimile, engraved or printed.
In case any officer who has signed, or whose facsimile signature has been placed
upon, any share certificate shall have ceased to be such officer because of
death, resignation or otherwise, before the certificate is issued, it may be
issued with the same effect as if the officer had not ceased to be such at the
date of its issue. The provisions of this Section 6.02 shall be subject to any
inconsistent or contrary agreement in effect at the time between the corporation
and any transfer agent or registrar.

         SECTION 6.03. TRANSFER. Transfers of shares shall be made on the share
register or transfer books of the corporation upon surrender of the certificate
therefor, endorsed by the person named in the certificate or by an attorney
lawfully constituted in writing. No transfer shall be made inconsistent with the
provisions of the Uniform Commercial Code, 13 Pa.C.S. (S)(S)8101 et seq., and
its amendments and supplements.

         SECTION 6.04. RECORD HOLDER OF SHARES. The corporation shall be
entitled to treat the person in whose name any share or shares of the
corporation stand on the books of the corporation as the absolute owner thereof,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such share or shares on the part of any other person.

         SECTION 6.05. LOST, DESTROYED OR MUTILATED CERTIFICATES. The holder of
any shares of the corporation shall immediately notify the corporation of any
loss, destruction or mutilation of the certificate therefor, and the board of
directors may, in its discretion, cause a new certificate or certificates to be
issued to such holder, in case of mutilation of the certificate, upon the
surrender of the mutilated certificate or, in case of loss or destruction of the
certificate, upon satisfactory proof of such loss or destruction and, if the
board of directors shall so determine, the deposit of a bond in such form and in
such sum, and with such surety or sureties, as it may direct.

         SECTION 6.06. UNCERTIFICATED SHARES. Notwithstanding anything herein to
the contrary, any or all classes and series of shares, or any part thereof, may
be represented by uncertificated shares, except that shares represented by a
certificate that is issued and outstanding shall continue to be represented
thereby until the certificate is surrendered to the corporation. Within a
reasonable time after the issuance or transfer of uncertificated shares, the
corporation shall send to the registered owner thereof, a written notice
containing the information required to be set forth or stated on certificates.
The rights and obligations of the holders of shares represented by certificates
and the rights and obligations of the holders of uncertificated shares of the
same class or series shall be identical. Notwithstanding anything herein to the
contrary, the provisions of Sections 6.01 through 6.03 and 6.05 hereof shall be
inapplicable to uncertificated shares and in lieu thereof the board of directors
shall adopt alternative procedures for registration of transfers.

                                   ARTICLE VII

                   INDEMNIFICATION OF DIRECTORS, OFFICERS AND
                        OTHER AUTHORIZED REPRESENTATIVES

         (The provisions of this Article VII were first adopted by the
shareholders of the corporation on December 20, 1991.)

         SECTION 7.01. SCOPE OF INDEMNIFICATION.

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<PAGE>

                  (a) General Rule. The corporation shall indemnify an
indemnified representative against any liability incurred in connection with any
proceeding in which the indemnified representative may be involved as a party or
otherwise by reason of the fact that such person is or was serving in an
indemnified capacity, including, without limitation, liabilities resulting from
any actual or alleged breach or neglect of duty, error, misstatement or
misleading statement, negligence, gross negligence or act giving rise to strict
or products liability, except:

                           (1) where such indemnification is expressly
prohibited by applicable law;

                           (2) where the conduct of the indemnified
representative has been finally determined pursuant to Section 7.06 or
otherwise:

                                    (i) to constitute willful misconduct or
recklessness within the meaning of 15 Pa.C.S. (S)1746(b) or any superseding
provision of law sufficient in the circumstances to bar indemnification against
liabilities arising from the conduct; or

                                    (ii) to be based upon or attributable to the
receipt by the indemnified representative from the corporation of a personal
benefit to which the indemnified representative is not legally entitled; or

                           (3) to the extent such indemnification has been
finally determined in a final adjudication pursuant to Section 7.06 to be
otherwise unlawful.

                  (b) Partial Payment. If an indemnified representative is
entitled to indemnification in respect of a portion, but not all, of any
liabilities to which such person may be subject, the corporation shall indemnify
such indemnified representative to the maximum extent for such portion of the
liabilities.

                  (c) Presumption. The termination of a proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the indemnified
representative is not entitled to indemnification.

                  (d) Definitions. For purposes of this Article:

                           (1) "indemnified capacity" means any and all past,
present and future service by an indemnified representative in one or more
capacities as a director, officer, employee or agent of the corporation, or, at
the request of the corporation, as a director, officer, employee, agent,
fiduciary or trustee of another corporation, partnership, joint venture, trust,
employee benefit plan or other entity or enterprise;

                           (2) "indemnified representative" means any and all
directors and officers of the corporation and any other person designated as an
indemnified representative by the board of directors of the corporation (which
may, but need not, include any person serving at the request of the corporation,
as a director, officer, employee, agent, fiduciary or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
entity or enterprise);

                           (3) "liability" means any damage, judgment, amount
paid in settlement, fine, penalty, punitive damages, excise tax assessed with
respect to an employee benefit plan, or cost or expense of any nature
(including, without limitation, attorneys' fees and disbursements); and

                                      -18-

<PAGE>

                           (4) "proceeding" means any threatened, pending or
completed action, suit, appeal or other proceeding of any nature, whether civil,
criminal, administrative or investigative, whether formal or informal, and
whether brought by or in the right of the corporation, a class of its security
holders or otherwise.

         SECTION 7.02. PROCEEDINGS INITIATED BY INDEMNIFIED REPRESENTATIVES.
Notwithstanding any other provision of this Article, the corporation shall not
indemnify under this Article an indemnified representative for any liability
incurred in a proceeding initiated (which shall not be deemed to include counter
claims or affirmative defenses) or participated in as an intervenor or amicus
curiae by the person seeking indemnification unless such initiation of or
participation in the proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in office.
This section does not apply to reimbursement of expenses incurred in
successfully prosecuting or defending an arbitration under Section 7.06 or
otherwise successfully prosecuting or defending the rights of an indemnified
representative granted by or pursuant to this Article.

         SECTION 7.03. ADVANCING EXPENSES. The corporation shall pay the
expenses (including attorneys' fees and disbursements) incurred in good faith by
an indemnified representative in advance of the final disposition of a
proceeding described in Section 7.01 or the initiation of or participation in
which is authorized pursuant to Section 7.02 upon receipt of an undertaking by
or on behalf of the indemnified representative to repay the amount if it is
ultimately determined pursuant to Section 7.06 that such person is not entitled
to be indemnified by the corporation pursuant to this Article. The financial
ability of an indemnified representative to repay an advance shall not be a
prerequisite to the making of such advance.

         SECTION 7.04. SECURING OF INDEMNIFICATION OBLIGATIONS. To further
effect, satisfy or secure the indemnification obligations provided herein or
otherwise, the corporation may maintain insurance, obtain a letter of credit,
act as self-insurer, create a reserve, trust, escrow, cash collateral or other
fund or account, enter into indemnification agreements, pledge or grant a
security interest in any assets or properties of the corporation, or use any
other mechanism or arrangement whatsoever in such amounts, at such costs, and
upon such other terms and conditions as the board of directors shall deem
appropriate. Absent fraud, the determination of the board of directors with
respect to such amounts, costs, terms and conditions shall be conclusive against
all security holders, officers and directors and shall not be subject to
voidability.

         SECTION 7.05. PAYMENT OF INDEMNIFICATION. An indemnified representative
shall be entitled to indemnification within 30 days after a written request for
indemnification has been delivered to the secretary of the corporation.

         SECTION 7.06. ARBITRATION.

                  (a) General Rule. Any dispute related to the right to
indemnification, contribution or advancement of expenses as provided under this
Article, except with respect to indemnification for liabilities arising under
the Securities Act of 1933 that the corporation has undertaken to submit to a
court for adjudication, shall be decided only by arbitration in the county in
which the principal executive offices of the corporation are located at the
time, in accordance with the commercial arbitration rules then in effect of the
American Arbitration Association, before a panel of three arbitrators, one of
whom shall be selected by the corporation, the second of whom shall be selected
by the indemnified representative and the third of whom shall be selected by the
other two

                                      -19-

<PAGE>

arbitrators. In the absence of the American Arbitration Association, or if for
any reason arbitration under the arbitration rules of the American Arbitration
Association cannot be initiated, and if one of the parties fails or refuses to
select an arbitrator or the arbitrators selected by the corporation and the
indemnified representative cannot agree on the selection of the third arbitrator
within 30 days after such time as the corporation and the indemnified
representative have each been notified of the selection of the other's
arbitrator, the necessary arbitrator or arbitrators shall be selected by the
presiding judge of the court of general jurisdiction in such county.

                  (b) Qualifications of Arbitrators. Each arbitrator selected as
provided herein is required to be or have been a director or executive officer
of a corporation whose shares of common stock were listed during at least one
year of such service on the New York Stock Exchange or the American Stock
Exchange or quoted on the National Association of Securities Dealers Automated
Quotations System.

                  (c) Burden of Proof. The party or parties challenging the
right of an indemnified representative to the benefits of this Article shall
have the burden of proof.

                  (d) Expenses. The corporation shall reimburse an indemnified
representative for the expenses (including attorneys' fees and disbursements)
incurred in successfully prosecuting or defending such arbitration.

                  (e) Effect. Any award entered by the arbitrators shall be
final, binding and nonappealable and judgment may be entered thereon by any
party in accordance with applicable law in any court of competent jurisdiction,
except that the corporation shall be entitled to interpose as a defense in any
such judicial enforcement proceeding any prior final judicial determination
adverse to the indemnified representative under Section 7.01(a)(2) in a
proceeding not directly involving indemnification under this Article. This
arbitration provision shall be specifically enforceable.

         SECTION 7.07. CONTRIBUTION. If the indemnification provided for in this
Article or otherwise is unavailable for any reason in respect of any liability
or portion thereof, the corporation shall contribute to the liabilities to which
the indemnified representative may be subject in such proportion as is
appropriate to reflect the intent of this Article or otherwise.

         SECTION 7.08. MANDATORY INDEMNIFICATION OF DIRECTORS, OFFICERS, ETC. To
the extent that an authorized representative of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1741 or 1742 of the Business Corporation Law
or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys' fees and disbursements)
actually and reasonably incurred by such person in connection therewith.

         SECTION 7.09. CONTRACT RIGHTS; AMENDMENT OR REPEAL. All rights under
this Article shall be deemed a contract between the corporation and the
indemnified representative pursuant to which the corporation and each
indemnified representative intend to be legally bound. Any repeal, amendment or
modification hereof shall be prospective only and shall not affect any rights or
obligations then existing.

         SECTION 7.10. SCOPE OF ARTICLE. The rights granted by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification, contribution or advancement of expenses may be entitled under
any statute, agreement, vote of shareholders or disinterested

                                      -21-

<PAGE>

directors or otherwise, both as to action in an indemnified capacity and as to
action in any other capacity. The indemnification, contribution and advancement
of expenses provided by or granted pursuant to this Article shall continue as to
a person who has ceased to be an indemnified representative in respect of
matters arising prior to such time, and shall inure to the benefit of the heirs,
executors, administrators and personal representatives of such a person.

         SECTION 7.11. RELIANCE ON PROVISIONS. Each person who shall act as an
indemnified representative of the corporation shall be deemed to be doing so in
reliance upon the rights of indemnification, contribution and advancement of
expenses provided by this Article.

         SECTION 7.12. INTERPRETATION. The provisions of this Article are
intended to constitute bylaws authorized by 15 Pa.C.S. (S)1746.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         SECTION 8.01. CORPORATE SEAL. The corporation shall have a corporate
seal in the form of a circle containing the name of the corporation, the year of
incorporation and such other details as may be approved by the board of
directors. The affixation of the corporate seal shall not be necessary to the
valid execution, assignment or endorsement by the corporation of any instrument
or other document.

         SECTION 8.02. CHECKS. All checks, notes, bills of exchange or other
similar orders in writing shall be signed by such one or more officers or
employees of the corporation as the board of directors may from time to time
designate.

         SECTION 8.03. CONTRACTS. Except as otherwise provided in the Business
Corporation Law in the case of transactions that require action by the
shareholders, the board of directors may authorize any officer or agent to enter
into any contract or to execute or deliver any instrument on behalf of the
corporation, and such authority may be general or confined to specific
instances.

         SECTION 8.04. INTERESTED DIRECTORS OR OFFICERS; QUORUM.

                  (a) General Rule. A contract or transaction between the
corporation and one or more of its directors or officers or between the
corporation and another corporation, partnership, joint venture, trust or other
enterprise in which one or more of its directors or officers are directors or
officers or have a financial or other interest, shall not be void or voidable
solely for that reason, or solely because the director or officer is present at
or participates in the meeting of the board of directors that authorizes the
contract or transaction, or solely because his, her or their votes are counted
for that purpose, if:

                           (1) the material facts as to the relationship or
interest and as to the contract or transaction are disclosed or are known to the
board of directors and the board authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors even though the
disinterested directors are less than a quorum;

                           (2) the material facts as to his or her relationship
or interest and as to the contract or transaction are disclosed or are known to
the shareholders entitled to vote thereon and the contract or transaction is
specifically approved in good faith by vote of those shareholders; or

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                           (3) the contract or transaction is fair as to the
corporation as of the time it is authorized, approved or ratified by the board
of directors or the shareholders.

                  (b) Quorum. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board which authorizes
a contract or transaction specified in subsection (a).

         SECTION 8.05. DEPOSITS. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositaries as the board of directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more officers or employees of the corporation as the board of directors
shall from time to time designate.

         SECTION 8.06. CORPORATE RECORDS.

                  (a) Required Records. The corporation shall keep complete and
accurate books and records of account, minutes of the proceedings of the
incorporators, shareholders and directors and a share register giving the names
and addresses of all shareholders and the number and class of shares held by
each. The share register shall be kept at either the registered office of the
corporation in the Commonwealth of Pennsylvania or at its principal place of
business wherever situated or at the office of its registrar or transfer agent.
Any books, minutes or other records may be in written form or any other form
capable of being converted into written form within a reasonable time.

                  (b) Right of Inspection. Every shareholder shall, upon written
verified demand stating the purpose thereof, have a right to examine, in person
or by agent or attorney, during the usual hours for business for any proper
purpose, the share register, books and records of account, and records of the
proceedings of the incorporators, shareholders and directors and to make copies
or extracts therefrom. A proper purpose shall mean a purpose reasonably related
to the interest of the person as a shareholder. In every instance where an
attorney or other agent is the person who seeks the right of inspection, the
demand shall be accompanied by a verified power of attorney or other writing
that authorizes the attorney or other agent to so act on behalf of the
shareholder. The demand shall be directed to the corporation at its registered
office in the Commonwealth of Pennsylvania or at its principal place of business
wherever situated.

         SECTION 8.07. AMENDMENT OF BYLAWS. Except as otherwise provided in the
express terms of any series of the shares of the corporation:

                  (a) The shareholders shall have the power to amend or repeal
these bylaws, or to adopt new bylaws, only with the approval of the board of
directors. A direction by the board that a shareholder proposal with respect to
the bylaws shall be submitted to the shareholders for action thereon, or the
sufferance by the board that such a proposal shall be so submitted, shall not
constitute approval by the board of directors of the amendment, repeal or new
bylaws.

                  (b) These bylaws may be amended or repealed, or new bylaws may
be adopted, by vote of a majority of the board of directors of the corporation
in office at any regular or special meeting of directors, including in
circumstances otherwise reserved by statute exclusively to the shareholders, the
board of directors of the corporation having under the articles of incorporation
the full authority conferred by law upon the shareholders of the corporation to
adopt, amend or repeal

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these bylaws. Any bylaw adopted by the board of directors under this paragraph
shall be consistent with the articles of incorporation.

As amended through February 25, 2003.

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