Amended January 23, 1998
                                                         Approved April 24, 1998
                                                          Amended March 31, 2000

                              TASTY BAKING COMPANY
                                -----------------

                                     BY-LAWS
                                -----------------


                                    ARTICLE I

                                     OFFICES

                  Section 1. The principal office shall be at 2801 Hunting Park
Avenue in the City of Philadelphia, Commonwealth of Pennsylvania. The location
of the principal office shall, at all times, be within the limits of the
Commonwealth of Pennsylvania.

                  Section 2. The corporation may also have offices at such other
places both within and without the Commonwealth of Pennsylvania, as the Board of
Directors may, from time to time, determine or the business of the corporation
may require.

                                   ARTICLE II

                            MEETINGS OF SHAREHOLDERS

                  Section 1. All meetings of the shareholders shall be held in
the City of Philadelphia, Pennsylvania, or at such other places within or
without the Commonwealth of Pennsylvania as the Board of Directors may
designate.

                  Section 2. The annual meeting of the shareholders shall be
held on such day in the months of April, May or June as the Board of Directors
shall designate, when they shall elect directors and transact such other
business as may properly be brought before the meeting.




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                  Section 3. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the articles
of incorporation may be called at any time by the Chairman of the Board or a
majority of the Board of Directors, or shareholders entitled to cast at least a
majority of the votes which all shareholders are entitled to cast at the
particular meeting, upon written request delivered to the Secretary of the
corporation. Such request shall state the purpose or purposes of the proposed
meeting. Upon receipt of any such request, it shall be the duty of the Secretary
to call a special meeting of the shareholders to be held at such time, not less
than ten nor more than sixty days thereafter, as the Secretary may fix. If the
Secretary shall neglect to issue such call, the person or persons making the
request may issue the call.

                  Section 4. Written notice of every meeting of the
shareholders, specifying the place, date and hour and the general nature of the
business of the meeting, shall be served upon or mailed, postage prepaid, at
least ten days prior to the meeting, unless a greater period of notice is
required by statute, to each shareholder.

                  Section 5. The officer having charge of the transfer books for
shares of the corporation shall prepare and make at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to notice
of the meeting and a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, with the address and the number of
shares held by each which lists shall be kept on file at the principal office of
the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such lists shall also 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.

                  Section 6. Business transacted at all special meetings of
shareholders shall be limited to the purposes stated in the notice.

                  Section 7. The presence, in person or by proxy, of
shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast on a particular matter, shall be requisite and
shall constitute a quorum at all meetings of the shareholders for the
transaction of business, except as otherwise provided by statute or by the
articles of incorporation or by these by-laws. If, however, any meeting of the
shareholders cannot be organized because a quorum has not attended, the
shareholders entitled to vote thereat, present in person or by proxy, shall have
power, except as otherwise



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provided by statute, to adjourn the meeting to such time and place as they may
determine, but in the case of any meeting called for the election of directors
such meeting may be adjourned from day to day or for such longer periods not
exceeding fifteen days each as the holders of a majority of the votes present in
person or by proxy and entitled to vote shall direct, and those who attend the
second of such adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors. At any
adjourned meeting at which a quorum shall be present or represented any business
may be transacted which might have been transacted at the meeting as originally
notified.

                  Section 8. When a quorum is present or represented at any
meeting, any action to be taken shall be authorized by a majority of the votes
cast at such a meeting by all shareholders entitled to vote thereon, unless the
question is one upon which, by express provision of the statutes or of the
articles of incorporation or of these by-laws, a different vote is required in
which case such express provision shall govern and control the decision of such
question.

                  Section 9. Each shareholder shall at every meeting of the
shareholders be entitled to vote in person or by proxy, but no proxy shall be
voted on after three years from its date, unless coupled with an interest, and,
except where the transfer books of the corporation have been closed or a date
has been fixed as a record date for the determination of its shareholders
entitled to vote, transferees of shares which are transferred on the books of
the corporation within ten days next preceding the date of such meeting shall
not be entitled to vote at such meeting. In each election for directors, every
shareholder entitled to vote shall have the right, in person or by proxy, to
multiply the number of votes to which he may be entitled by the total number of
directors to be elected in the same election, and he may cast the whole number
of such votes for one candidate or he may distribute them among any two or more
candidates. The candidates receiving the highest number of votes up to the
number of directors to be elected shall be elected.

                  Section 10. In advance of any meeting of shareholders, the
Board of Directors may appoint judges of election, who need not be shareholders,
to act at such meeting or any adjournment thereof. If judges of election be not
so appointed, the chairman of any such meeting may and, on the request of any
shareholder entitled to vote or his proxy, shall make such appointment at the
meeting. The number of judges shall be one or three. If appointed at a meeting
on the request of one or more shareholders entitled to vote or proxies, the
majority of shares present and entitled to vote shall determine whether one or
three judges are to be appointed. No person who is a candidate for office shall
act as a judge. The judges of election shall do all such acts as may be proper
to conduct the election or vote with



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<PAGE>

fairness to all shareholders, and shall make a written report of any matter
determined by them and execute a certificate of any fact found by them, if
requested by the chairman of the meeting or any shareholder entitled to vote or
his proxy. If there be three judges of election, the decision, act or
certificate of a majority, shall be effective in al respects as the decision,
act or certificate of all.

                                   ARTICLE III

                                    DIRECTORS

                  Section 1. The number of directors which shall constitute the
board shall never be less than three (3) and shall never be more than ten (10).
The Board of Directors may by a vote of not less than a majority of the
authorized number of directors increase or decrease the number of directors from
time to time, without a vote of the shareholders; provided, however, that any
such decrease shall not eliminate any director then in office. Effective with
the election of directors at the annual meeting of shareholders to be held in
1986, the directors shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as shall be provided in the manner specified in these by-laws; one
class to hold office initially for a term expiring at the annual meeting of
shareholders to be held in 1987, another class to hold office initially for a
term expiring at the annual meeting of shareholders to be held in 1988, and
another class to hold office initially for a term expiring at the annual meeting
of shareholders to be held in 1989, with the members of each class to hold
office until their successors are elected and qualified. The number of directors
in each class shall be determined by a vote of not less than a majority of the
authorized number of directors. At the annual meeting of shareholders of the
corporation to be held in 1987 and thereafter, the successors to the class of
directors whose term expires at that meeting shall be elected to hold office for
a three year term and until their successors are elected and qualified.

                  Section 2. Except as otherwise prescribed in the articles of
incorporation, notwithstanding anything contained in these by-laws to the
contrary, and notwithstanding the fact that a lesser percentage may be permitted
by law, the affirmative vote of the holders of at least seventy-five percent
(75%) of the voting power of all shares of the corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to remove any director from office without assigning any cause for
such removal at any annual or special meeting of shareholders. Except as
otherwise prescribed in the articles of incorporation, notwithstanding anything
contained in these by-laws to the contrary, and notwithstanding the fact that a
lesser percentage may be permitted by law, the


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affirmative vote of the holders of at least seventy-five percent (75%) of the
voting power of all shares of the corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
alter, amend or adopt any provisions inconsistent with, or repeal Section 1 or
Section 2 of this Article III, or any provision thereof at any annual or special
meeting of shareholders.

                  Section 3. Vacancies and newly created directorships resulting
from any increase in the authorized number of directors shall be filled by the
affirmative vote of a majority of the remaining directors, though less than a
quorum. Any director so elected shall hold office for the remainder of the full
term of the class of directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have been elected and
qualified.

                  Section 4. The business of the corporation shall be managed by
its board of directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the articles of
incorporation or by these by-laws directed or required to be exercised and done
by the shareholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

                  Section 5. The Board of Directors of the corporation may hold
meetings, both regular and special, either within or without the Commonwealth of
Pennsylvania.

                  Section 6. The first meeting of each newly elected Board of
Directors shall be held immediately following the annual meeting of the
shareholders at the corporation's principal office unless a different time and
place shall be fixed by the shareholders at the meeting at which such directors
were elected and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a
majority of the whole board shall be present. In the event such meeting is not
held at such time and place, or in the event of the failure of the shareholders
to fix a different time or place for such first meeting of the newly elected
Board of Directors, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for such meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.

                  Section 7. Regular meetings of the Board of Directors may be
held without notice on the third Friday of each month at the principal office of
the corporation or at such other time or place as shall from time to time be
determined by the board.


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                  Section 8. Special meetings of the Board may be called by the
Chairman of the Board or Chief Executive Officer on one day's notice to each
director, either personally or by mail or by telegram; special meetings shall be
called by the Chairman of the Board or Secretary in like manner and on like
notice on the written request of two directors, which request shall state the
purpose or purposes of the proposed meeting.

                  Section 9. At all meetings of the board a majority of the
directors in office shall be necessary to constitute a quorum for the
transaction of business, and the acts of a majority of the directors present at
a meeting at which a quorum is present shall be the acts of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
articles of incorporation. If a quorum shall not be present at any meeting of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.

                  Section 10. The order of business at all meetings of the board
shall be substantially as follows:

                    (1)  Roll Call. A quorum being present.

                    (2)  Reading and approval of minutes of preceding meeting of
                         Directors.

                    (3)  Reading and approval of unapproved minutes of Executive
                         Committee.

                    (4)  Reports of officers.

                    (5)  Unfinished business.

                    (6)  New business.

                  Section 11. If all the directors shall severally or
collectively consent in writing to any action to be taken by the corporation,
such action shall be as valid a corporate action as though it had been
authorized at a meeting of the Board of Directors.

                  Section 12. In the event a national disaster or national
emergency is proclaimed by the President or Vice-President of the United States,
the directors, even though there may be less than a quorum present, may take all
actions which they could have taken if a quorum had been present.


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                  Section 13. One or more directors may participate in a meeting
of the board or any committee of the board by means of conference telephone or
similar communications equipment by means of which all persons participating in
such meeting can hear each other.

                               EXECUTIVE COMMITTEE

                  Section 14. The Board of Directors may, by resolution passed
by a majority of the whole board, designate two or more of its number to
constitute an Executive Committee which, to the extent provided in such
resolution shall have and exercise the authority of the Board of Directors in
the management and business of the corporation. Vacancies in the membership of
the committee shall be filled by the Board of Directors at a regular or special
meeting of the Board of Directors. The Executive Committee shall keep regular
minutes of its proceedings and report the same to the board when required.

                            COMPENSATION OF DIRECTORS

                  Section 15. The Board of Directors shall have the power to
fix, and from time to time to change, the compensation of the directors of the
corporation which compensation may include an annual retainer fee and a fee for
attendance at regular or special meetings of the board and of any committees of
the board.

                                CHAIRMAN EMERITUS

                  Section 16. Any director who shall have served as Chairman of
the Board or as Chairman and Chief Executive Officer may be appointed by the
Board of Directors to hold the position of Chairman Emeritus for such time as
the board shall by resolution determine from time to time which may extend
beyond his term as a director. Following the end of his term as a director, the
Chairman Emeritus (i) shall not be entitled to continue to receive the
directors' annual retainer fee, (ii) shall be entitled to attend meetings of the
Board of Directors and to be paid the regular attendance fee therefor but, (iii)
shall have no vote at such meetings or responsibility for actions taken by the
Board of Directors.

                                DIRECTOR EMERITUS

                  Section 17. Upon retirement, the Board of Directors may elect
a director to the position of Director Emeritus. The Director Emeritus shall
serve for a one year term and may be re-elected by the Board of Directors for
one further one year term but may not serve for more than two such one year
terms. The Director Emeritus (i) shall not be entitled to continue to receive
the directors'


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<PAGE>

annual retainer fee, (ii) shall be entitled to attend meetings of the Board of
Directors and to be paid the regular attendance fee therefor but, (iii) shall
have no vote at such meetings or responsibility for actions taken by the Board
of Directors.

                                   ARTICLE IV
                                     NOTICES

                  Section 1. Notices to directors and shareholders shall be in
writing and delivered personally or mailed to the directors or shareholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.

                  Section 2. Whenever any notice is required to be given under
the provisions of the statutes or of the articles of incorporation or of these
by-laws, a waiver thereof in writing signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V

                                    OFFICERS

                  Section 1. The officers of the corporation shall be chosen by
the Board of Directors and shall be a Chairman of the Board, a Chief Executive
Officer, a President, a Vice-President, a Secretary and a Treasurer. The Board
of Directors may also choose additional vice-presidents and one or more
assistant secretaries and assistant treasurers.

                  Section 2. The Board of Directors, immediately after each
annual meeting of shareholders, shall elect a Chairman of the Board. The board
shall also annually choose a Chief Executive Officer, a President, a
Vice-President, a Secretary and a Treasurer who need not be members of the
board.

                  Section 3. The Board of Directors may appoint such other
officers and agents as it shall deem necessary who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.


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<PAGE>

                  Section 4. The salaries of all officers of the corporation
shall be fixed by the Board of Directors.

                  Section 5. The officers of the corporation shall hold office
until their successors are chosen and qualify. Any officer elected or appointed
by the Board of Directors may be removed at any time by the affirmative vote or
a majority of the Board of Directors. Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                              CHAIRMAN OF THE BOARD

                  Section 6. The Chairman of the Board shall preside at all
meetings of the Board of Directors and all meetings of the shareholders and
shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe. The Chairman of the Board need not be
an employee of the corporation.

                             CHIEF EXECUTIVE OFFICER

                  Section 7. The Chief Executive Officer shall have general
supervisory responsibility and authority over the officers of the corporation,
shall see that all orders and resolutions of the Board of Directors are carried
into effect, shall preside at all meetings of the Board of Directors in the
absence of the Chairman, and shall perform such other duties and have such other
powers as the Board of Directors may from time to time prescribe. The Board of
Directors shall determine the person or persons who shall perform the duties and
exercise the powers of the Chief Executive Officer in the absence or disability
of the Chief Executive Officer.

                  Section 8. The Chief Executive Officer shall execute bonds,
mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation.

                                  THE PRESIDENT

                  Section 9. The President shall be the chief operating officer
of the corporation, shall, under the direction of the Chief Executive Officer,
have general and active management of the business of the corporation and shall
perform such other duties and have such other powers as the Board of Directors
may from time to time prescribe. The Board of Directors shall determine the
person or



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persons who shall perform the duties and exercise the powers of the President in
the absence or disability of the President.

                               THE VICE-PRESIDENTS

                  Section 10. The Vice-President or Vice-Presidents shall
perform such duties and have such powers as the Board of Directors may from time
to time prescribe.

                    THE SECRETARIES AND ASSISTANT SECRETARIES

                  Section 11. The Secretary shall attend all meetings of the
Board of Directors and all meetings of the shareholders and record all the
proceedings of the meetings of the corporation and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
Executive Committee when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and affix the same to any instrument
requiring it and, when so affixed, it shall be attested by his signature or by
the signature of an assistant Secretary.

                  Section 12. The assistant Secretary, or if there are more than
one, the assistant secretaries in the order determined by the Board of
Directors, shall, in the absence or disability of the Secretary, perform the
duties and exercise the powers of the Secretary and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                     THE TREASURER AND ASSISTANT TREASURERS

                  Section 13. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors.

                  Section 14. He shall disburse the funds of the corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.


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<PAGE>

                  Section 15. If required by the Board of Directors, he shall
give the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the Board of Directors for the faithful performance of
the duties of his office and for the restoration of the corporation, in case of
his death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

                  Section 16. The assistant Treasurer, or if there shall be more
than one, the assistant Treasurers in the order determined by the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer and shall perform such other
duties and have such other powers as the Board of Directors may from time to
time prescribe.

                                   ARTICLE VI

                             CERTIFICATES OF SHARES

                  Section 1. The certificates of shares of the corporation shall
be numbered and registered in a share register as they are issued. They shall
exhibit the name of the registered holder and the number and class of shares and
the series, if any, represented thereby and the par value of each share or a
statement that such shares are without par value as the case may be.

                  Section 2. Every share certificate shall be signed by the
Chairman of the Board and the Treasurer and shall be sealed with the corporate
seal which may be facsimile, engraved or printed.

                  Section 3. Where a certificate is signed (1) by a transfer
agent or (2) by a transfer agent and/or registrar, the signature of such
Chairman of the Board and Treasurer may be facsimile. In case any officer or
officers who have signed, or whose facsimile signature or signatures have been
used on, any such certificate or certificates shall cease to be such officer or
officers of the corporation, whether because of death, resignation or otherwise,
before such certificate or certificates have been delivered by the corporation,
such certificate or certificates may nevertheless be adopted by the corporation
and be issued and delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature or signatures have been
used thereon had not ceased to be such officer or officers of the corporation.


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<PAGE>

                         LOST OR DESTROYED CERTIFICATES

                  Section 4. The Board of Directors shall direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
destroyed or wrongfully taken, upon the making of an affidavit of that fact by
the person claiming the share certificate to be lost, destroyed or wrongfully
taken. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, destroyed or wrongfully taken,
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate or certificates alleged to have been
lost, destroyed or wrongfully taken.

                               TRANSFERS OF SHARES

                  Section 5. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

                            CLOSING OF TRANSFER BOOKS

                  Section 6. The Board of Directors may fix a time, not more
than seventy-five days, prior to the date of any meeting or shareholders or the
date fixed for the payment of any dividend or distribution or the date for the
allotment of rights or the date when any change or conversion or exchange of
shares will be made or go into effect, as a record date for the determination of
the shareholders entitled to notice of and to vote at any such meeting or
entitled to receive payment of any such dividend or distribution or to receive
any such allotment of rights or to exercise the rights in respect to any such
change, conversion or exchange of shares. In such case only such shareholders as
shall be shareholders of record on the date so fixed shall be entitled to notice
of and to vote at such meeting or to receive payment of such dividend or to
receive such allotment of rights or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the corporation after
any record date so fixed. The Board of Directors may close the books of the
corporation against transfers of shares during the whole or any part of such
period and in such case written or printed notice thereof shall be mailed at
least


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<PAGE>

ten days before the closing thereof to each shareholder of record at the address
appearing on the records of the corporation or supplied by him to the
corporation for the purpose of notice.

                             REGISTERED SHAREHOLDERS

                  Section 7. The corporation shall be entitled to treat the
holder of record of any share or shares as the holder in fact thereof and shall
not be bound to recognize any equitable or other claim to or interest in such
share on the part of any other person, and shall not be liable for any
registration or transfer of shares which are registered or to be registered in
the name of a fiduciary or the nominee of a fiduciary unless made with actual
knowledge that a fiduciary or nominee of a fiduciary is committing a breach of
trust in requesting such registration or transfer, or with knowledge of such
facts that its participation therein amount to bad faith.

                                   ARTICLE VII

                          INDEMNIFICATION AND INSURANCE

            INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

                  Section 1. The corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe this conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.


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<PAGE>

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

                  Section 3. Indemnification under Sections 1 and 2 of this
Article shall be made by the corporation when ordered by a court or upon a
determination that indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of conduct set forth in
those Sections. Such determination shall be made (1) by the Board of Directors
by a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.

                  Section 4. In addition to and notwithstanding the limited
indemnification provided in Sections 1, 2 and 3 of this Article, the corporation
shall indemnify and hold harmless its present and future officers and directors
of, from and against any and all liability, expenses (including attorneys'
fees), claims, judgments, fines and amounts paid in settlement, actually
incurred by such person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (including but not limited to any action by or in the right of the
corporation), to which such person is, was or at any time becomes, a party, or
is threatened to be made a party, by reason of the fact that such person is, was
or at any time becomes a director or officer of the corporation, or is or was
serving or at any time serves at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other person of any


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<PAGE>

nature whatsoever. Nothing contained in this Section 4 shall authorize the
corporation to provide, or entitle any officer or director to receive,
indemnification for any action taken, or failure to act, which action or failure
to act is determined by a court to have constituted willful misconduct or
recklessness.

                  Section 5. Expenses incurred in defending a civil or criminal
action, suit or proceeding of the kind described in Sections 1, 2 and 4 of this
Article shall be paid by the corporation in advance of the final disposition of
such action, suit or proceeding upon receipt of an undertaking, by or on behalf
of the person who may be entitled to indemnification under those Sections, to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the corporation.

                  Section 6. The indemnification, advancement of expenses and
limitation of liability provided in this Article shall continue as to a person
who has ceased to be a director or officer of the corporation and shall inure to
the benefit of the heirs, executors and administrators of such a person.

                  Section 7. Nothing herein contained shall be construed as
limiting the power or obligation of the corporation to indemnify any person in
accordance with the Pennsylvania Business Corporation Law as amended from time
to time or in accordance with any similar law adopted in lieu thereof. The
indemnification and advancement of expenses provided under this Article shall
not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any agreement,
vote of shareholders or directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding that
office.

                  Section 8. The corporation shall also indemnify any person
against expenses, including attorneys' fees, actually and reasonably incurred by
him in enforcing any right to indemnification under this Article, under the
Pennsylvania Business Corporation Law as amended from time to time or under any
similar law adopted in lieu thereof.

                  Section 9. Any person who shall serve as director, officer,
employee or agent of the corporation or who shall serve, at the request of the
corporation, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall be deemed to do so
with knowledge of and in reliance upon the rights of indemnification provided in
this Article, in the Pennsylvania Business Corporation Law as amended from time
to time and in any similar law adopted in lieu thereof.


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<PAGE>

                                    INSURANCE

                  Section 10. 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.

                       LIMITATION OF DIRECTORS' LIABILITY

          Section 11. No director of this corporation shall be personally liable
for monetary damages as such for any action taken or failure to take any action,
on or after January 27, 1987, unless (a) the director has breached or failed to
perform the duties of his office under Section 8363 of Title 42 of the
Pennsylvania Consolidated Statutes Annotated (relating to the standard of care
and justifiable reliance of directors); and (b) the breach or failure to perform
constitutes self dealing, willful misconduct or recklessness; provided, however,
that the provisions of this Section 11 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.

                                  ARTICLE VIII

                               GENERAL PROVISIONS

                                    DIVIDENDS

                  Section 1. Dividends upon the shares of the corporation,
subject to the provisions of the articles of incorporation, if any, may be
declared by the Board of Directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in its shares, subject to
the provisions of the articles of incorporation.

                  Section 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purposes as



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the directors shall think conducive to the interest of the corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.

                  Section 3. The directors shall send, or cause to be sent, to
the shareholders, within one hundred twenty (120) days after the close of the
fiscal year of the corporation, a financial report as of the closing date of the
preceding fiscal year.

                                     CHECKS

                  Section 4. All checks or demands for money and notes of the
corporation shall be signed manually or by facsimile signature of such officer
or officers or such other person or persons as the Board of Directors may from
time to time designate.

                                   FISCAL YEAR

                  Section 5. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.

                                      SEAL

                  Section 6. The corporate seal shall have inscribed thereon the
name of the corporation, the year of its organization and the words "Corporate
Seal, Pennsylvania." The seal may be used by causing it or a facsimile thereof
to be impressed or affixed or reproduced or otherwise.

                        SHAREHOLDER EQUITY PROTECTION ACT

                  Section 7. In accordance with Section 910A(1) of the PA
Business Corporation Law, the provisions of Section 910 shall not apply to the
corporation.

                      1990 ANTI-TAKEOVER AMENDMENTS TO THE
                      PENNSYLVANIA BUSINESS CORPORATION LAW

                  Section 8. The provisions of Section 1715 of Title 15 of the
Pennsylvania Consolidated Statutes shall be applicable to the corporation.

                  Section 9. Subchapter G of Chapter 25 of Title 15 of the
Pennsylvania Consolidated Statutes as enacted by Act No. 36 of 1990, shall not
be applicable to the corporation.


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<PAGE>


                  Section 10. Subchapter H of Chapter 25 of Title 15 of the
Pennsylvania Consolidated Statutes as amended by Act No. 36 of 1990, shall not
be applicable to the corporation.

                                   ARTICLE IX

                                   AMENDMENTS

                  Section 1. These by-laws may be altered, amended or repealed
by a majority vote of the shareholders entitled to vote thereon at any regular
or special meeting duly convened after notice to the shareholders of that
purpose or by a majority vote of the members of the Board of Directors at any
regular or special meeting duly convened after notice to the directors of that
purpose, subject always to the power of the shareholders to change such action
by the directors.





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