Amended:  4/23/98


                                    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, if not a legal holiday, and, if a legal holiday,
then on the  first  day  following  (excluding  Saturday)  which  is not a legal
holiday,  or on such other date as may be  designated  by the Board of Directors
which is not a legal holiday, at 11:00 a.m., local time.

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 need be given.

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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 sixty (60) days nor more than  ninety (90) 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

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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 disclosure was made. Such shareholder's  notice shall set forth (i) as to
each person whom the shareholder proposes to nominate for election or reelection
as a Director  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.

                  (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 these By-Laws, and if he should so determine,  he shall
so declare to the meeting and the  defective  nomination  shall be  disregarded.
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  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) 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.

                  (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 sixty (60) days nor more than  ninety (90) days prior
to

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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,  (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 and (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.

                  (c) Notwithstanding anything in these By-Laws to the contrary,
no business shall be conducted at an annual  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 these By-Laws, 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.  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.


                                   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.
Directors must be shareholders of the Corporation.

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.

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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.

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.

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<PAGE>

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.


                                  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.

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<PAGE>

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.

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 

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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 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  hereof,  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 

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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 hereof,  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.

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 27, 1995 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.

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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.

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 in the future 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 

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<PAGE>

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.


                                  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 

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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).


                                   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.

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