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                                     BY-LAWS

                                       OF

                         CROWN CORK & SEAL COMPANY, INC.

                          (A PENNSYLVANIA CORPORATION)


                                    ARTICLE 1

                                  Shareholders

SECTION 1: Annual Meetings.
           ---------------
The Corporation  shall hold annually a regular meeting of its  shareholders  for
the election of Directors and for the transaction of general  business which may
properly   come  before  the   meeting  in  accordance  with  these  By-Laws  in
Philadelphia, Pennsylvania, on the fourth (4th)  Thursday in  April in each year
at 11:00 a.m., local time, or at such other place, on such other date or at such
other time as may be designated by the Board of Directos.

SECTION 2: Special Meetings.
           ----------------
Special  meetings  may be called by a majority of the Board of  Directors or the
chief executive  officer,  to meet at such place or time as may be designated by
the Board of Directors or the chief executive officer,  respectively.  Except as
provided  by law,  the  shareholders  shall  not be  entitled  to call a special
meeting.  SECTION 3:  Notice of  Meetings.  Written  or printed  notice of every
annual  and every  special  meeting of the  shareholders  shall be given to each
shareholder of record entitled to vote at such meeting by mail,  postage prepaid
and  addressed to the address on the books of the  Corporation,  or as otherwise
provided by law, at least ten (10) days  before  such  meeting.  Notice of every
special  meeting  shall  state the place,  date and time of the  meeting and the
business  proposed  to be  transacted.  Failure  to give  notice  of any  annual
meeting,  or any  irregularity in such notice,  shall not affect the validity of
any annual  meeting or of any  proceedings  at any such  meeting.  Notice of any
meeting of  shareholders  need not be given to any shareholder who waives notice
thereof in writing either before or after the holding thereof, and attendance at
any such meeting shall  constitute  waiver of notice thereof except as otherwise
provided by law. No notice of any adjourned  meeting of  shareholders  or of the
business  to be  transacted  at an  adjourned  meeting  need  be  given  by  the
Corporation.



<PAGE>


SECTION 4: Quorum.
           ------
At all  meetings  of  shareholders,  the  presence,  in person  or by proxy,  of
shareholders  entitled to cast a majority in number of votes shall be  necessary
to constitute a quorum for the transaction of business;  but in the absence of a
quorum,  the  shareholders  present  in person or by proxy at the time and place
fixed for such  meeting,  or at the time and place of any  adjournment  thereof,
may, by majority  vote,  adjourn  the meeting  from time to time,  but not for a
period of over fifteen (15) days with respect to any meeting at which  directors
are to be elected or a period of over thirty (30) days with respect to any other
meeting at any one time.

SECTION 5: Voting.
           ------
Except in cases in which it is by statute,  by the Articles of  Incorporation or
by these By-Laws otherwise provided,  each shareholder  entitled to vote at such
meeting  shall be entitled to cast one vote for each share of stock held by him,
and a  majority  of the votes  cast  shall be  sufficient  to elect and pass any
measure.

SECTION 6: Proxies.
           -------
Any  shareholder  entitled  to vote at any meeting of  shareholders  may vote by
person  or by  proxy.  Every  proxy  shall  be in  writing,  subscribed  by  the
shareholder or his duly authorized attorney and dated.

SECTION 7: Judges of Election.
           ------------------
Prior to any meeting of  shareholders,  the Board of Directors may appoint three
judges of election,  and in default of such appointment the shareholders at such
meeting shall by majority vote appoint such judges.  The judges of election need
not be  shareholders  and may not be  candidates  for any office.  The judges of
election shall  exercise all of the powers and duties usually  incident to their
office.

SECTION 8: Nominations.
           -----------
          (a)     Only   persons  who  are  nominated  in  accordance  with  the
procedures set forth in these By-Laws shall be eligible to serve as Directors of
the  Corporation.  Nominations of persons for election to the Board of Directors
of the  Corporation  may be made at a meeting of  shareholders  (i) by or at the
direction  of  the  Board  of  Directors  or  (ii)  by  any  shareholder  of the
Corporation  who is a  shareholder  of  record  at the time of  giving of notice
provided for in this  By-Law,  who shall be entitled to vote for the election of
Directors at the meeting and who complies with the notice  procedures  set forth
in this By-Law.

          (b)     Nominations   by   shareholders  shall  be  made  pursuant  to
timely notice in writing to the Secretary of the  Corporation.  To be timely,  a
shareholder's  notice  shall be  delivered  to or  mailed  and  received  at the
principal  executive  offices  of the  Corporation  (i) in the case of an annual
meeting,  not less than ninety (90) days nor more than one-hundred  twenty (120)
days prior to the first  anniversary  of the preceding  year's  annual  meeting;
provided,  however,  that in the event  that the date of the  annual  meeting is
changed by more than thirty (30) days from such anniversary  date, notice by the
shareholder  to be  timely  must be so  received  not  later  than the  close of
business  on the tenth  (10th)  day  following  the  earlier of the day on which
notice of the date of the meeting was mailed or public  disclosure was made, and
(ii) in the case of a special meeting at which Directors are to be elected,  not
later than the close of business on the tenth (10th) day  following  the earlier
of the day on which  notice  of the date of the  meeting  was  mailed  or public


                                     -2-
<PAGE>


disclosure was made. Such shareholder's notice shall set forth (i) (A) the name,
age, business address and residence  address of each proposed  nominee,  (B) the
principal  occupation of each proposed  nominee,  (C) a representation  that the
notifying  shareholder intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice,  (D) if known, the class
and total number of shares of the Corporation that are beneficially owned by the
proposed nominee, (E) the total number of shares of the Corporation that will be
voted by the notifying  shareholder for each proposed nominee, (F) a description
of all arrangements or understandings between the notifying 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  notifying
shareholder,  and (G) as to each proposed  nominee all  information  relating to
such person that is required to be  disclosed  in  solicitations  of proxies for
election  of  Directors,  or is  otherwise  required,  in each case  pursuant to
Regulation 14A under the Securities  Exchange Act of 1934, as amended (including
such person's written consent to being named in the proxy statement as a nominee
and to serving as a Director  if elected  and  including  information  as to the
purpose of such  nomination);  (ii) as to the shareholder  giving the notice (A)
the name  and  address,  as they  appear  on the  Corporation's  books,  of such
shareholder and (B) the class and number of shares of the Corporation  which are
beneficially  owned by such  shareholder  and also  which are owned of record by
such shareholder;  and (iii) as to the beneficial owner, if any, on whose behalf
the nomination is made (A) the name and address of such person and (B) the class
and number of shares of the  Corporation  which are  beneficially  owned by such
person.  At the request of the Board of Directors,  any person  nominated by the
Board of Directors for election as a Director  shall furnish to the Secretary of
the  Corporation  that  information  required to be set forth in a shareholder's
notice of nomination which pertains to the nominee.  The Corporation may request
any proposed  nominee to furnish such other  information  as may  reasonably  be
required by the  Corporation  to determine  the  qualifications  of the proposed
nominee to serve as a Director of the Corporation.


          (c)     No  person shall be  eligible to  serve as a  Director of  the
Corporation unless nominated in accordance with the procedures set forth in this
By-Law.  The chairman of the meeting shall, if the facts warrant,  determine and
declare to the meeting that a  nomination  was not made in  accordance  with the
procedures prescribed by this By-Law, and if he should so determine, he shall so
declare to the meeting and the defective  nomination  shall be disregarded.  Any
such  decision by the chairman  shall  final,  binding and  conclusive  upon all
parties in interest.  Notwithstanding the foregoing provisions of this By-Law, a
shareholder shall also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and regulations  thereunder with
respect to the matters set forth in this By-Law.

SECTION 9: Notice of Shareholder Business.
           ------------------------------
          (a)     At an annual or special meeting of the shareholders, only such
business  shall be conducted  as shall have been brought  before the meeting (i)
pursuant to the Corporation's notice of meeting,  (ii) by or at the direction of
the Board of Directors or (iii) as to an annual  meeting,  by any shareholder of
the  Corporation  who is a  shareholder  of  record at the time of giving of the
notice  provided  for in this  By-Law,  who  shall be  entitled  to vote at such
meeting and who complies with the notice procedures set forth in this By-Law.

                                      -3-

<PAGE>


          (b)     For  business  to  be   properly   brought  before  an  annual
meeting by a  shareholder  pursuant  to clause  (iii) of  paragraph  (a) of this
By-Law,  the shareholder must have given timely notice thereof in writing to the
Secretary  of the  Corporation.  To be timely,  a  shareholder's  notice must be
delivered to or mailed and received at the  principal  executive  offices of the
Corporation  not less than  ninety  (90) days nor more than  one-hundred  twenty
(120)  days  prior to the  first  anniversary  of the  preceding  year's  annual
meeting;  provided,  however,  that in the event that the date of the meeting is
changed by more than thirty (30) days from such anniversary  date, notice by the
shareholder to be timely must be received no later than the close of business on
the tenth  (10th) day  following  the earlier of the day on which  notice of the
date of the meeting was mailed or public  disclosure  was made. A  shareholder's
notice  to the  Secretary  shall  set forth as to each  matter  the  shareholder
proposes to bring  before the meeting (i) a brief  description  of the  business
desired to be brought  before the meeting and the  reasons for  conducting  such
business at the meeting, and if a specific action is to be proposed, the text of
the  resolution  or  resolutions   which  the  shareholder   proposes  that  the
Corporation   adopt,  (ii)  the  name  and  address,   as  they  appear  on  the
Corporation's  books, of the shareholder  proposing such business,  and the name
and address of the  beneficial  owner,  if any, on whose  behalf the proposal is
made,  (iii) the class and number of shares of the  Corporation  which are owned
beneficially  and of record by such  shareholder of record and by the beneficial
owner, if any, on whose behalf the proposal is made, (iv) any material  interest
of such shareholder of record and the beneficial  owner, if any, on whose behalf
the proposal is made in such business, (v) a representation that the shareholder
intends  to  appear in person or by proxy at the  meeting  to bring  before  the
meeting  the  business  specified  in the notice,  and (vi) the total  number of
shares of the  Corporation  that will be voted by the notifying  shareholder for
such proposal.

          (c)     Notwithstanding anything in these  By-Laws to the contrary, no
no  business  shall be  conducted  at an annual  or  special  meeting  except in
accordance  with the  procedures  set forth in this By-Law.  The chairman of the
meeting shall,  if the facts warrant,  determine and declare to the meeting that
business was not properly  brought before the meeting and in accordance with the
procedures prescribed by this By-Law, and if he should so determine, he shall so
declare to the meeting and any such  business  not properly  brought  before the
meeting  shall not be  transacted.  Any such  decision by the chairman  shall be
final, binding and conclusive upon all parties in interest.  Notwithstanding the
foregoing  provisions of this By-Law,  a shareholder  shall also comply with all
applicable  requirements of the Securities Exchange Act of 1934, as amended, and
the rules and  regulations  thereunder  with respect to the matters set forth in
this By-Law.

SECTION 10: No Consents in Lieu of Meeting.
            ------------------------------
No action of the  shareholders  shall be taken by either  unanimous  consent  or
partial written consent or other consent in lieu of a meeting.

                                       -4-
<PAGE>


                                  ARTICLE II

                               Board of Directors

SECTION 1:  Powers.
            ------
The business  and affairs of the  Corporation,  except as otherwise  provided by
statute, the Articles of Incorporation or these By-Laws,  shall be conducted and
managed by the Board of Directors.  The number of Directors of the  Corporation,
which shall be not more than  eighteen (18) and not less than ten (10), shall be
determined from time to time by the Directors.

SECTION 2: Election.
           --------
The  Directors  of the  Corporation  shall be  elected  by ballot at the  annual
meeting  of the  shareholders  and  shall  serve  one (1) year and  until  their
successors  shall be duly elected and  qualified or until their  earlier  death,
resignation or removal.

SECTION 3:  Annual Meeting.
            --------------
The regular annual meeting of the Board of Directors  shall be held  immediately
following each meeting of the  shareholders  at which a Board of Directors shall
have been elected for the purpose of  organization  and the transaction of other
business.

SECTION 4: Regular Meetings.
           ----------------
In addition to the annual  meeting,  regular  meetings of the Board of Directors
shall be held at such  intervals  as may be fixed from time to time by the Board
of Directors.

SECTION 5: Special Meetings.
           ----------------
Special  meetings of the Board of Directors may be called by the Chairman of the
Board,  the  President,  or a Vice  President,  or by a majority of the Board of
Directors,  and  shall be held at the time and place  specified  in the call for
such special meeting.

SECTION 6: Place of Meeting.
           ----------------
Subject to the  provisions of Section 4 of this Article II,  regular and special
meetings  of  the  Board  of  Directors  may  be  held  within  or  without  the
Commonwealth of Pennsylvania,  and at such times and places as, in the case of a
regular meeting, may be stated in the notice of the meeting, or in the case of a
special meeting, may be specified in the call for such meeting.

SECTION 7: Conference Calls.
           ----------------
Any one or more  members of the Board of  Directors  of the  Corporation  or any
committee  thereof may  participate  in a meeting of such Board or  committee by
means of a conference telephone or similar communications equipment allowing all
persons  participating  in the  meeting  to hear  each  other at the same  time.
Participation by such means shall constitute presence in person at a meeting. No
persons  may  participate  in any  meeting  of the  shareholders  by  means of a
conference telephone or similar communications equipment.


                                     -5-
<PAGE>


SECTION  8:  Notice of Meetings.
             ------------------
Notice of the place,  day and hour of every  regular and special  meeting of the
Board of Directors shall be given each Director before the meeting personally be
telegram,  letter or telefax or by mail, postage prepaid,  to the address on the
books of the Corporation or as otherwise  provided by law at least four (4) days
before the meeting.  No notice need be given any director who waives such notice
in writing  either before or after the holding  thereof,  and  attendance at any
such  meeting  shall  constitute  waiver of notice  thereof  except as otherwise
provided by law. No notice of any adjournment  meeting of the Board of Directors
need be given.

SECTION  9:  Quorum.
             ------
No less than  one-half of the Board of Directors  shall  constitute a quorum for
the transaction of any business at every meeting of the Board of Directors,  but
if at any  meeting  there be less  than a quorum  present  a  majority  of those
present may  adjourn the meeting  from time to time but not for a period of over
thirty (30) days at any one time,  without notice other than by  announcement at
the meeting until a quorum shall attend.  At any such adjourned meeting at which
a quorum shall  attend,  any business  may be  transacted  which might have been
transacted at the meeting as previously modified.

SECTION  10: Committees.
             ----------
From time to time,  the Board of  Directors  may by  resolution  provide for and
appoint the members of an Executive  Committee,  or any other regular or special
committee,  or committees,  and all such committees  shall have and may exercise
such  powers  as  shall  be  conferred  or  authorized  by  the   resolution  of
appointment.

SECTION 11: Vacancies.
            ---------
Vacancies  in the Board of Directors  occurring  during the year shall be filled
for the unexpired  terms by a majority of the remaining  members of the Board of
Directors although less than a quorum.

SECTION 12: Limitation on Liability.
            -----------------------
A Director  shall not be personally  liable for monetary  damages for any action
taken,  or any failure to take any action,  unless (a) the Director has breached
or failed to perform the duties of his office  under  Subchapter B of Chapter 17
of the Pennsylvania Business Corporation Law of 1988, as the same may be amended
(relating to standard of care and  justifiable  reliance)  and (b) the breach or
failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions of this Section 12 shall not apply to (a) the  responsibility  or
liability of a Director pursuant to any criminal statute or (b) the liability of
a Director for the payment of taxes pursuant to local, state or federal law. Any
repeal or modification  of this Section 12 shall be prospective  only, and shall
not affect,  to the  detriment of any Director,  any  limitation on the personal
liability of a Director of the  corporation  existing at the time of such repeal
or modification.

SECTION 13: Independent Directors.
            ---------------------
           (a)     A majority of the  persons constituting the  nominees of  the
Board of Directors for the election of whom the Board of Directors  will solicit
proxies from the shareholders for use at the Corporation's  annual meeting shall
consist of  individuals  who, on the date of their  selection as the nominees of
the Board of Directors, are Independent Directors.

           (b)     In the event the Board of  Directors elects Directors between
annual meetings of  shareholders,  the majority of all Directors  holding office
immediately after such election shall be Independent Directors.

           (c)      For purposes of this By-Law, the term "Independent Director"
shall  mean a  Director  who:  (i) is not  and  has  not  been  employed  by the
Corporation or any of its subsidiaries in an executive  capacity within the five
years  immediately  prior to such person's  nomination;  (ii) is not (and is not
affiliated  with a company or a firm that is) a regular  advisor or  consultant,
for compensation,  to the Corporation or any of its  subsidiaries;  (iii) is not
affiliated  with  a  regular  and  significant   customer  or  supplier  of  the
Corporation or any of its  subsidiaries;  (iv) does not have a personal services
contract with the Corporation or any of its subsidiaries;  (v) is not affiliated
with a  tax-exempt  entity  that  receives  significant  contributions  from the
Corporation  or any of its  subsidiaries;  and  (vi)  is not a  spouse,  parent,
sibling or child of any person described in (i) through (v), above.

           (d)     The  Board of  Directors  shall have the  exclusive right and
power  to  interpret  and  apply  the  provisions  of  this  By-Law.   Any  such
interpretation  or  application  of the  provisions  of this By-Law made in good
faith shall be binding and conclusive upon all shareholders.



                                     -6-
<PAGE>


                                 ARTICLE III

                                    Officers

SECTION 1: Officers.
           --------
The Officers of the Corporation shall be a Chairman of the Board of Directors, a
President, one or more Vice Presidents (one or more of whom may be designated as
Executive Vice  Presidents or Senior Vice Presidents by the Board of Directors),
a Treasurer,  one or more  Assistant  Treasurers,  a Secretary,  and one or more
Assistant  Secretaries  and a Controller.  The Board of Directors may elect such
other officers as they may from time to time deem necessary, who shall have such
authority  and shall  perform such duties as from time to time may be prescribed
by the Board of Directors.

SECTION 2:  Officers Holding More Than One Office.
            -------------------------------------
Any two (2) of the offices  provided  for in this Article III may be held by the
same person except that the President may not hold the office of Vice  President
or Secretary,  nor the Treasurer that of Assistant Treasurer,  nor the Secretary
that of Assistant Secretary.

SECTION 3: Chairman of the Board.
           ---------------------
The  Chairman of the Board of  Directors  shall  preside at all  meetings of the
Board  of  Directors.  He  shall  have  supervision  of such  matters  as may be
designated to him by the Board of Directors.  The Board of Directors may elect a
Vice Chairman of the Board, who shall have such authority and shall perform such
duties as from time to time may be presented by the Board of Directors.

SECTION 4:  President.
            ---------
The President shall have such authority and perform such duties as may from time
to time be assigned to him by the Board of Directors, and, in the absence of the
Chairman of the Board and the Vice  Chairman of the Board,  he shall  preside at
all meetings of the Board of Directors.

SECTION 5: Chief Executive Officer.
           -----------------------
Either the Chairman of the Board or the President, as determined by the Board of
Directors,  shall be the chief executive officer of the Corporation and, subject
to the Board of Directors, shall have general charge of the business and affairs
of the Corporation.

SECTION 6: Vice Presidents.
           ---------------
The Vice  Presidents  shall  perform such duties as may be  incidental  to their
office  and as may be  assigned  to them  from  time to  time  by the  Board  of
Directors. In the absence of the President, the specific duties assigned to that
officer shall be exercised by the Vice Presidents.

SECTION 7:  Secretary.
            ---------
The  Secretary  shall keep the minutes of all meetings of the Board of Directors
and the minutes of all meetings of the  shareholders  in books provided for that
purpose.  He shall  attend to the  giving  and  serving  of all  notices  of the
Corporation  and shall be the  custodian of the  corporate  seal.  He shall have
charge of and keep and preserve such books and records of the Corporation as the
Board  of  Directors  may  prescribe,  and he shall  perform  all  other  duties
incidental to his office and as may be assigned to him by the Board of Directors
from time to time.  Unless otherwise  ordered by the Board of Directors,  he may
certify  copies  of  and  extracts  from  any  of the  official  records  of the
Corporation and may also certify as to the Officers of the Corporation and as to
similar matters.


                                     -7-
<PAGE>


SECTION 8: Treasurer.
           ---------
The Treasurer shall have the care and custody of the funds and securities of the
Corporation  and  shall  deposit  the same in such bank or banks as the Board of
Directors may select, or in the absence of such selection, as may be selected by
him. He shall disburse the funds of the  Corporation  in the regular  conduct of
its business or as may be ordered by the Board. The Treasurer shall perform such
other duties as the Board of Directors may from time to time require.

SECTION 9:  Controller.
            ----------
The Controller shall maintain  adequate  records of all assets,  liabilities and
transactions of the Corporation;  see that adequate audits thereof are currently
and regularly  made;  and, in  conjunction  with other  officers and  department
heads, initiate and enforce measures and procedures whereby the business of this
Corporation shall be conducted with the maximum safety,  efficiency and economy.
He shall have such other  powers and perform  such other  duties as the Board of
Directors may from time to time prescribe.

SECTION 10:  Assistant Secretaries and Assistant Treasurers.
             ----------------------------------------------
The Assistant  Secretaries and Assistant  Treasurers  shall have such powers and
perform  such duties as may be assigned to them by the Board of  Directors or by
the  President,  or by the Secretary or the Treasurer  respectively,  and in the
absence or incapacity  of the Secretary or Treasurer,  shall have the powers and
perform the duties of those officers respectively.

SECTION 11: Vacancies.
            ---------
Vacancies in any of the offices  provided herein shall be filled by the Board of
Directors by majority vote for the unexpired terms.

SECTION 12: Contracts, Notes, Drafts, Etc.
            -----------------------------
Except as otherwise  provided by the Board of  Directors,  all written  material
contracts,  deeds,  bonds and similar  instruments of the Corporation,  shall be
executed on its behalf by the  Chairman of the Board,  the Vice  Chairman of the
Board, the President or any Vice President or Treasurer and shall be either: (a)
countersigned  by the Secretary or an Assistant  Secretary of the Corporation or
(b) have the corporate seal affixed  thereto and attested by the  Secretary,  an
Assistant  Secretary  or a member of the legal  department  of the  Corporation.
Notes  drawn and drafts  accepted  by the  Corporation  shall be valid only when
signed by the  Chairman  of the  Board,  the Vice  Chairman  of the  Board,  the
President  or  any  Vice  President,  the  Treasurer  or  the  Controller,   and
countersigned by the Secretary,  Assistant Treasurer, any Assistant Secretary or
any Assistant Controller.  Funds of the Corporation deposited in banks and other
depositories  by  checks,  drafts,  or other  orders  for the  payment of money,
bearing  the  signatures  of any  two  (2) of the  officers  and/or  such  other
employees of the  Corporation  as the Board of  Directors  may from time to time
designate;  and, in lieu of manual signature thereof, the Board of Directors may
adopt and thereupon the Corporation may use a facsimile signature of any officer
or officers, notwithstanding the fact that


                                     -8-
<PAGE>


such  officer or officers  may no longer be employed by the  Corporation  at the
time the checks bearing such facsimile signature are actually drawn or presented
for  payment.  The funds  deposited  in banks or other  depositories  in special
accounts for payroll or other purposes shall be drawn from such  depositories by
checks  signed by any two  officers  or such  person or  persons as the Board of
Directors may from time to time designate. Whenever the Board of Directors shall
provide by  resolution  that any  contract or note shall be  executed,  or draft
accepted,  in any  other  manner  and by any  other  officer  or  agent  than as
specified in these By-Laws, such method of execution,  acceptance or endorsement
shall be as equally  effective to bind the  Corporation as if specified  herein.
Access to the safe  deposit  boxes of the  Corporation  shall be had only in the
presence of any two of the following  officers,  that is to say, the Chairman of
the Board,  the Vice Chairman of the Board,  the President,  any one of the Vice
Presidents,  the Secretary, the Treasurer, or the Controller, or in the presence
of any one of the  aforementioned  officers  and an  Assistant  Secretary  or an
Assistant  Treasurer.  The signing of any  instrument or the doing of any act by
any person  elected a Vice  President as such Vice  President,  or by any person
elected  an  Assistant  Secretary  or  Assistant  Treasurer  as  such  Assistant
Secretary  or Assistant  Treasurer,  as the case may be, shall not be subject to
any inquiry as to whether the President,  the Secretary or the Treasurer, as the
case may be, was at the time of such signing or of such act, absent, unavailable
or under any disability.


                                   ARTICLE IV

                                 Indemnification

SECTION  1:  Right to Indemnification.
             ------------------------
Subject to Section 3 of this Article IV, the Corporation  shall indemnify to the
fullest  extent  permitted by applicable law any person who was or is a party or
is threatened to be made a party to or is otherwise  involved in any threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative (a  "Proceeding"),  by reason of the fact that
such  person 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 or of a partnership,  joint  venture,  trust or other  enterprise or
entity,  whether or not for  profit,  whether  domestic  or  foreign,  including
service  with  respect  to  an  employee   benefit  plan,  its  participants  or
beneficiaries,  against all liability,  loss and expense  (including  attorneys'
fees and amounts paid in settlement)  actually and  reasonably  incurred by such
person  in  connection  with such  Proceeding,  whether  or not the  indemnified
liability  arises  or  arose  from  any  Proceeding  by or in the  right  of the
Corporation.

SECTION 2: Advance of Expenses.
           -------------------
Subject to Section 3 of this  Article  IV,  expenses  incurred  by a Director or
Officer in defending  (or acting as a witness in) a Proceeding  shall be paid by
the Corporation in advance of the final disposition of such Proceeding,  subject
to the  provisions of applicable  law, upon receipt of an  undertaking  by or on
behalf of the Director or Officer to repay such amount if it shall ultimately be
determined that such person is not entitled to be indemnified by the Corporation
under applicable law.

                                     -9-
<PAGE>


SECTION 3: Procedure for Determining Permissibility.
           ----------------------------------------
To  determine  whether any  indemnification  or advance of  expenses  under this
Article IV is permissible, the Board of Directors by a majority vote of a quorum
consisting  of  Directors  who are not parties to such  Proceeding  may,  and on
request of any person  seeking  indemnification  or advance of  expenses  shall,
determine  (i) in the  case of  indemnification,  whether  the  standards  under
applicable  law have been met, and (ii) in the case of advance of expenses prior
to a change of control  of the  Corporation  as set forth  below,  whether  such
advance  is  appropriate  under  the  circumstances,  provided  that  each  such
determination  shall be made by independent  legal counsel if such quorum is not
obtainable, or, even if obtainable, a majority vote of a quorum of disinterested
Directors so directs;  and provided  further that, if there has been a change in
control  of the  Corporation  between  the time of the  action or failure to act
giving rise to the claim for indemnification or advance of expenses and the time
such  claim is made,  at the  option of the person  seeking  indemnification  or
advance of expenses,  the permissibility of indemnification  shall be determined
by  independent  legal  counsel and the advance of expenses  shall be obligatory
subject to  receipt  of the  undertaking  in  Section 2 hereof.  The  reasonable
expenses  of any  Director  or Officer in  prosecuting  a  successful  claim for
indemnification,  and the fees and  expenses of any  independent  legal  counsel
engaged to determine  permissibility of  indemnification or advance of expenses,
shall be borne by the Corporation.  As used herein, a "change of control" of the
Corporation  means (a) the  acquisition by any person or entity,  or two or more
such persons or entities acting in concert, of beneficial  ownership (within the
meaning of Rule 13d-3, or any successor rule, of the Securities  Exchange Act of
1934,  as amended) of more than fifty percent  (50%) of the  outstanding  voting
shares of the  Corporation  or (b) any change in one-third  (1/3) or more of the
members of the Board of Directors  unless such change was approved by a majority
of the Continuing Directors. The term "Continuing Directors" means the Directors
existing on July 22, 1999 or any person who  subsequently  becomes a Director if
such person's  nomination  for election or election to the Board of Directors is
recommended or approved by the Continuing Directors.

SECTION 4: Contractual Obligation.
           ----------------------
The obligations of the Corporation to indemnify a Director or Officer under this
Article IV, including,  if applicable,  the duty to advance  expenses,  shall be
considered a contract between the Corporation and such Director or Officer,  and
no modification  or repeal of any provision of this Article IV shall affect,  to
the detriment of the Director or Officer, such obligations of the Corporation in
connection with a claim based on any act or failure to act occurring before such
modification or repeal.

SECTION 5: Indemnification Not Exclusive; Inuring of Benefit.
           -------------------------------------------------
The  indemnification  and  advancement  of expenses  provided by this Article IV
shall not be deemed exclusive of any other right to which one indemnified may be
entitled under any statute,  agreement,  vote of shareholders or otherwise, both
as to action in such  person's  official  capacity  and as to action in  another
capacity while holding such office, and shall inure to the benefit of the heirs,
legal representatives and estate of any such person.


                                     -10-
<PAGE>


SECTION 6: Insurance and Other Indemnification.
           -----------------------------------
The Board of Directors  shall have the power to (a) authorize the Corporation to
purchase and maintain, at the Corporation's expense,  insurance on behalf of the
Corporation  and on behalf of others to the  extent  that power to do so has not
been  prohibited by statute,  (b) create any fund of any nature,  whether or not
under the control of a trustee,  or otherwise secure any of its  indemnification
obligations,  and (c) give  other  indemnification  to the extent  permitted  by
statute.

                                    ARTICLE V

                                  Capital Stock

SECTION 1: Share Certificates.
           ------------------
Every   shareholder  of  record  shall  be  entitled  to  a  share   certificate
representing  the shares  held by him.  Every share  certificate  shall bear the
corporate  seal (which may be a facsimile) and the signature of the President or
a Vice President and the Secretary or an Assistant Secretary or the Treasurer or
an Assistant  Treasurer of the  Corporation.  Where a certificate is signed by a
transfer  agent or registrar  the  signature of any  corporate  officer may be a
facsimile.

SECTION 2: Transfers.
           ---------
Transfers of share certificates and the shares represented thereby shall be made
on the  books  of the  Corporation  only  by the  registered  holder  or by duly
authorized  attorney.  Transfers  shall be made only on  surrender  of the share
certificate or certificates.


                                   ARTICLE VI

                                  Record Dates

SECTION  1:  Record Dates.
             ------------
Subject to the  requirements  of law and to the  provisions  of the  Articles of
Incorporation,  the Board of Directors may fix a time not  exceeding,  except in
the case of an adjourned  meeting,  ninety (90) days  preceding  the date of any
meeting of  shareholders,  or the date fixed for the payment of any  dividend or
distribution,  or for the allotment of rights,  or when any change or conversion
or exchange of shares shall go into effect or any consent of shareholders  shall
be obtained, as a record date for the determination of the shareholders entitled
to notice of or to vote at any such  meeting or  entitled  to  receive  any such
dividend or  distribution  or any such  allotment of rights,  or to exercise the
rights in respect to any such change, consent, conversion or exchange of shares,
and in such case  only  shareholders  of  record  on the date so fixed  shall be
entitled to notice of or to vote at such  meeting or to receive  such  dividend,
distribution or allotment of rights,  or to exercise such rights as the case may
be,  notwithstanding  any  transfer  of any  shares of stock on the books of the
Corporation after any record date fixed as aforesaid. The Board of Directors, in
their  discretion,  may close the books of the Corporation  against transfers of
shares during the whole or any part of such period.


                                      -11-
<PAGE>



                                   ARTICLE VII

                                    Dividends

SECTION 1:  Declaration of Dividends.
            ------------------------
Subject  to the  provisions  of  statute  and  the  Articles  of  Incorporation,
dividends  may be  declared  and  paid as often  at such  times as the  Board of
Directors may determine.



                                  ARTICLE VIII

                                Sundry Provisions

SECTION 1: Seal.
           ----
The  seal of the  Corporation  shall  be in  such  force  and  shall  bear  such
inscription as may be adopted by the Board of Directors.  If deemed advisable by
the Board of Directors,  a duplicate  seal or duplicate by seals may be provided
and kept for the necessary purposes of the Corporation.

SECTION 2: Fiscal Year.
           -----------
The fiscal year of the  Corporation  shall  commence on January 1st of each year
and end on December 31st of each year, unless otherwise provided by the Board of
Directors.

SECTION 3: Voting Stock of Other Corporations.
           ----------------------------------
Any  stock in other  corporations,  which  may from time to time be held by this
Corporation, may be represented and voted at any meeting of shareholders of such
other  corporations or instructions  given to any nominee holding such stock, by
the Chairman of the Board,  the President or Vice Presidents of the Corporation,
or by proxy  executed  in the name of this  Corporation  by its  Chairman of the
Board,  Vice  Chairman of the Board,  President  or a Vice  President,  with the
corporate seal affixed and attested by the Secretary or an Assistant Secretary.



                                   ARTICLE IX

                                   Amendments

SECTION 1: Amendments.
           ----------
Except as otherwise provided by law, these By-Laws may be amended at any meeting
of the Board of Directors at which a quorum is present by a majority vote of the
Directors  present,  or they may be amended by a majority vote at any meeting of
shareholders  entitled to vote thereon,  provided, in either case, notice of the
proposed  amendment  was included in the notice of the meeting  (unless,  in the
case of amendment at a meeting of the Board of Directors,  such notice is waived
by a majority vote of the Directors present).


                                     -12-
<PAGE>


                                    ARTICLE X

                           Certain Matters Relating to
                         Pennsylvania Act No. 36 of 1990

SECTION 1: Section 511.
           -----------
Subsections  (d) through (f) of Section  511,  Standard of Care and  Justifiable
Reliance,  of the  Pennsylvania  Associations  Code,  as  amended,  shall not be
applicable to the Corporation.

SECTION 2: Section 1721.
           ------------
Subsections (e) through (g) of Section 1721, Board of Directors, of Pennsylvania
Associations Code, as amended, shall not be applicable to the Corporation.

SECTION 3: Subchapter G, Chapter 25.
           ------------------------
Subchapter  G,  Control-Share  Acquisitions,  of Chapter 25 of the  Pennsylvania
Associations Code, as amended, shall not be applicable to the Corporation.

SECTION 4:  Subchapter H, Chapter 25.
            ------------------------
Subchapter  H,  Disgorgement  by  Certain  Controlling   Shareholders  Following
Attempts  to Acquire  Control,  of Chapter 25 of the  Pennsylvania  Associations
Code, as amended, shall not be applicable to the Corporation.



                                   ARTICLE XI

               Separability; Effect of Determination by the Board


SECTION 1: Separability.
           ------------
The provisions of these By-Laws are independent of and separate from each other,
and no provision shall be affected or rendered invalid or unenforceable  because
for any reason any other or others of them may be  invalid or  unenforceable  in
whole or in part.

SECTION 2: Effect of Determination by the Board.
           ------------------------------------
Any determination  involving the  interpretation or application of these By-Laws
made in good  faith  by the  Board of  Directors  shall be  final,  binding  and
conclusive on all parties in interest.

                                     -13-