EXHIBIT 3



                  BYLAWS OF THE COMPANY, AMENDED DECEMBER 31, 1995
















































                                       BYLAWS
                                       ------
                                         OF
                                         --
                                 COMM BANCORP, INC.
                                 ------------------

These Bylaws are supplemental to the Pennsylvania Business Corporation Law and 
other applicable provisions of law, as the same shall from time to time be in 
effect.


ARTICLE I.  MEETINGS OF SHAREHOLDERS.
----------  -------------------------
Section 101.   Place of Meetings.  All meetings of the shareholders shall be 
------------   ------------------
hed at such place or places, within or without the Commonwealth of Pennsylvania,
as shall be determined by the Board of Directors from time to time.

Section 102.   Annual Meetings.  The annual meeting of the shareholders for the
------------   ----------------
election of Directors and the transaction of such other business as may properly
come before the meeting shall be held at such date or hour as may be fixed by 
the Board of Directors.  Any business which is a proper subject for shareholder 
action may be transacted at the annual meeting, irrespective of whether the 
notice of said meeting contains any reference thereto, except as otherwise 
provided by applicable law.

Section 103.   Special Meetings.  Special meetings of the shareholders may be 
------------   -----------------
called at any time by the Board of Directors, or by any three or more 
shareholders owning, in the aggregate, not less than ten percent of the stock of
this association.

Section 104.   Conduct of Shareholders' Meetings.  The Chief Executive Officer 
------------   ----------------------------------
shall preside at all shareholders' meetings.  In the absence of the Chief 
Executive Officer, the Chairman of the Board shall preside or, in his/her 
absence, any Officer designated by the Board of Directors.  The Officer 
presiding over the shareholders' meeting may establish such rules and 
regulations for the conduct of the meeting as he/she may deem to be reasonably 
necessary or desirable for the orderly and expeditious conduct of the meeting.  
Unless the Officer presiding over the shareholders' meeting otherwise requires, 
shareholders need not vote by ballot on any question.


ARTICLE II.  DIRECTORS AND BOARD MEETINGS.
-----------  -----------------------------

Section 201.   Management by Board of Directors.  The business and affairs of 
------------   ---------------------------------
the Corporation shall be managed by its Board of Directors.  The Board of 
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute, regulation, the Articles of Incorporation
or these Bylaws directed or required to be exercised or done by the 
shareholders.

Section 202.   Nomination for Directors.  Nominations for directors to be 
------------   -------------------------
elected at an annual meeting of shareholders must be submitted to the Secretary 
of the Corporation in writing not later than the close of business on the 
sixtieth (60th) day immediately preceding the date of the meeting.  Such 
notification shall contain the following information to the extent known to the 
notifying shareholder:  (a) name and address of each proposed nominee; (b) the 
principal occupation of each proposed nominee; (c) the number of shares owned in
the name of each proposed nominee; (d) the total number of shares of capital 
stock of the Corporation that will be voted for each proposed nominee; (e) the 
name and residence address of the notifying shareholder; and (f) the number of 
shares of capital stock of the Corporation owned by the notifying shareholder.  
Nominations not made in accordance herewith shall be disregarded by the 
Presiding Officer of the meeting, and upon his/her instruction, the vote
tellers shall disregard all votes cast for each such nominee.  In the event
the same person is nominated by more than one shareholder, the nomination shall
be honored, and all shares of capital stock of the Corporation shall be counted
if at least one nomination for that person complies herewith.

Section 203.   Directors Must be Shareholders.  Every Director must be a 
------------   -------------------------------
shareholder of the Corporation and shall own in his/her own right the number of 
shares (if any) required by law in order to qualify as such Director.  Any 
Director shall forthwith cease to be a Director when he/she no longer holds such
shares, which fact shall be reported to the Board of Directors by the Secretary,
whereupon the Board of Directors shall declare the seat of such Directors 
vacated.

Section 204.   Resignations.  Any Director may resign at any time.  Such 
------------   -------------
resignation shall be in writing, but the acceptance thereof shall not be 
necessary to make it effective.

Section 205.   Compensation of Directors.  No Director shall be entitled to any
salary as such; but the Board of Directors may fix, from time to time, a 
reasonable annual fee for acting as a Director and a reasonable fee to be paid 
each Director for his/her services in attending meetings of the Board and 
meetings of committees appointed by the Board.  The Corporation may reimburse 
Directors for expenses related to their duties as a member of the Board.

Section 206.   Regular Meetings.  Regular meetings of the Board of Directors 
------------   -----------------
shall be held on such day, at such hour, and at such place, consistent with 
applicable law, as the Board shall from time to time designate or as may be 
designated in any notice from the Secretary calling the meeting.  The Board of 
Directors shall meet for reorganization at the first regular meeting following 
the annual meeting of shareholders at which the Directors are elected.  Notice 
need not be given of regular meetings of the Board of Directors which are held 
at the time and place designated by the Board of Directors.  If a regular 
meeting is not to be held at the time and place designated by the Board of 
Directors, notice of such meeting, which need not specify the business to be
transacted thereat and which may be either verbal or in writing, shall be
given by the Secretary to each member of the Board at least twenty-four
(24) hours before the time of the meeting.

A majority of the members of the Board of Directors shall constitute a quorum 
for the transaction of business.  If at the time fixed for the meeting, 
including the meeting to organize the new Board following the annual meeting of 
shareholders, a quorum is not present, the directors in attendance may adjourn 
the meeting from time to time until a quorum is obtained.

Except as otherwise provided herein, a majority of those directors present and 
voting at any meeting of the Board of Directors, shall decide each matter 
considered. A director cannot vote by proxy, or otherwise act by proxy at a 
meeting of the Board of Directors.

Section 207.   Special Meetings.  Special meetings of the Board of Directors may
------------   -----------------
be called by the Chairman of the Board, the President or at the request of three
(3) or more members of the Board of Directors.  A special meeting of the Board  
of Directors shall be deemed to be any meeting other than the regular meeting of
the Board of Directors.  Notice of the time and place of every special meeting, 
which need not specify the business to be transacted thereat and which may be 
either verbal or in writing, shall be given by the Secretary to each member of 
the Board at least twenty-four (24) hours before the time of such meeting 
excepting the Organization Meeting following the election of Directors.

Section 208.   Chairman of the Board.  The Board of Directors shall elect a 
------------   ----------------------
Chairman of the Board at the first regular meeting of the Board following each 
annual meeting of shareholders at which Directors are elected.  The Chairman of 
the Board shall be a member of the Board of Directors and shall preside at the 
meetings of the Board and perform such other duties as may be prescribed by the 
Board of Directors.

Section 209.   Vice President of the Board.  The Board of Directors may elect 
------------   ----------------------------
one (1) or more Vice Presidents of the Board as the Board of Directors may from 
time to time deem advisable.  The Vice President of the Board shall have such 
duties as are prescribed by the Board of Directors or the Chairman of the Board.

Section 210.   Reports and Records.  The reports of Officers and Committees and
------------   --------------------
the records of the proceedings of all Committees shall be filed with the 
Secretary of the Corporation and presented to the Board of Directors, if 
practicable, at its next regular meeting.  The Board of Directors shall keep 
complete records of its proceedings in a minute book kept for that purpose.  
When a Director shall request it, the vote of such Director upon a particular 
question shall be recorded in the minutes.






ARTICLE III.  COMMITTEES.
------------  -----------
Section 301.   Committees.  The following two (2) Committees of the Board of
------------   -----------
Directors shall be established by the Board of Directors in addition to any 
other Committee the Board of Directors may in its discretion establish:  
Executive, Discount Committees.

Section 302.   Executive Committee.  The Executive Committee shall consist of 
------------   --------------------
any five (5) or more Directors.  A majority of the members of the Executive 
Committee shall constitute a quorum, and actions of a majority of those present 
at a meeting at which a quorum is present shall be actions of the Committee.  
Meetings of the Committee may be called at any time by the Chairman or Secretary
of the Committee, and shall be called whenever two (2) or more members of the 
Committee so request in writing.  The Executive Committee shall have and 
exercise the authority of the Board of Directors in the management of the 
business of the Corporation between the dates of regular meetings of the Board.

Section 303.   Appointment of Committee Members.  The Board of Directors shall 
------------   ---------------------------------
elect the members of the Committees and the Chairman and Vice Chairman of each 
such Committee to serve until the next annual meeting of shareholders.  The 
President shall appoint or shall establish a method of appointing, subject to 
the approval of the Board of Directors, the members of any other Committees 
established by the Board of Directors, and the Chairman and Vice Chairman of 
such Committee, to serve until the next annual meeting of shareholders.  
The Board of Directors may appoint, from time to time, other committees, for 
such purposes and with such powers as the Board may determine.

Section 304.   Organization and Proceedings.  Each Committee of the Board of
------------   -----------------------------
Directors shall effect its own organization by the appointment of a Secretary 
and such other Officers, except the Chairman and Vice Chairman, as it may deem 
necessary. A record of proceedings of all Committees shall be kept by the 
Secretary of such Committee and filed and presented as provided in Section 210 
of these Bylaws.


SECTION IV.  OFFICERS.
-----------  ---------
Section 401.   Officers.  The Officers of the Corporation shall be a President,
------------   ---------
one (1) or more Vice Presidents, a Secretary, a Treasurer, and such other 
Officers and Assistant Officers as the Board of Directors may from time to time 
deem advisable. Except for the President, Secretary, and Treasurer, the Board 
may refrain from filling any of the said offices at any time and from time to 
time.  The same individual may hold any two (2) or more offices except both the 
offices of President and Treasurer.  The following Officers shall be elected by 
the Board of Directors at the time, in the manner and for such terms as the 
Board of Directors from time to time shall determine:  President, Executive Vice
President, Senior Vice President, Administrative Vice President, Secretary, and 
Treasurer.  The President may, subject to change by the Board of Directors, 
appoint such Officers and Assistant Officers as he/she may deem advisable 
provided such Officers or Assistant Officers have a title not higher than Vice 
President, who shall hold office for such periods as the President shall
determine.  Any Officer may be removed at any time, with or without
cause, and regardless of the term for which such Officer was elected, but 
without prejudice to any contract right of such Officer.  Each Officer shall 
hold his office for the current year for which he was elected or appointed by 
the Board unless he shall resign, becomes disqualified, or be removed at the 
pleasure of the Board of Directors.

Section 402.   President. The President shall have general supervision of all of
------------   ----------
the departments and business of the Corporation and shall prescribe the duties  
of the other Officers and Employees and see to the proper performance thereof.  
The President shall be responsible for having all orders and resolutions of the 
Board of Directors carried into effect.  The President shall execute on behalf 
of the Corporation and may affix or cause to be affixed a seal to all authorized
documents and instruments requiring such execution, except to the extent that 
signing and execution thereof shall have been delegated to some other Officer or
Agent of the Corporation by the Board of Directors or by the President.  The 
President shall be a member of the Board of Directors.  In the absence or 
disability of the Chairman of the Board or his/her refusal to act, the President
shall preside at meetings of the Board.  In general, the President shall perform
all the duties and exercise all the powers and authorities incident to such 
office or as prescribed by the Board of Directors.

Section 403.   Vice Presidents.  The Vice Presidents shall perform such duties,
------------   ----------------
do such acts and be subject to such supervision as may be prescribed by the 
Board of Directors or the President.  In the event of the absence or disability 
of the President or his/her refusal to act, the Vice Presidents, in the order of
their rank, and within the same rank in the order of their authority, shall 
perform the duties and have the powers and authorities of the President, except 
to the extent inconsistent with applicable law.

Section 404.   Secretary.  The Secretary shall act under the supervision of the
------------   ----------
President or such other Officers as the President may designate.  Unless a
designation to the contrary is made at a meeting, the Secretary shall attend all
meetings of the Board of Directors and all meetings of the shareholders and 
record all of the proceedings of such meetings in a book to be kept for that 
purpose, and shall perform like duties for the standing Committees when required
by these Bylaws or otherwise.  The Secretary shall give, or cause to be given, 
notice of all meetings of the shareholders and of the Board of Directors.  The 
Secretary shall keep a seal of the Corporation, and, when authorized by the 
Board of Directors or the President, cause it to be affixed to any documents and
instruments requiring it.  The Secretary shall perform such other duties as may 
be prescribed by the Board of Directors, President, or such other Supervising 
Officer as the President may designate.




Section 405.   Treasurer.  The Treasurer shall act under the supervision of the
------------   ----------
President or such other Officer as the President may designate.  The Treasurer 
shall have custody of the Corporation's funds and such other duties as may be 
prescribed by the Board of Directors, President or such other Supervising 
Officer as the President may designate.

Section 406.   Assistant Officers.  Unless otherwise provided by the Board of
------------   -------------------
Directors, each Assistant Officer shall perform such duties as shall be 
prescribed by the Board of Directors, the President or the Officer to whom 
he/she is an Assistant. In the event of the absence or disability of an Officer 
or his/her refusal to act, his/her Assistant Officer shall, in the order of 
their rank, and within the same rank in the order of their seniority, have the 
powers and authorities of such Officer.

Section 407.   Compensation.  Unless otherwise provided by the Board of 
------------   -------------
Directors, the salaries and compensation of all Officers and Assistant Officers,
except the President shall be fixed by or in the manner designated by the 
President.

Section 408.   General Powers.  The Officers are authorized to do and perform 
------------   ---------------
such corporate acts as are necessary in the carrying on of the business of the
Corporation, subject always to the direction of the Board of Directors.


ARTICLE V.  SHARES OF CAPITAL STOCK.
----------  ------------------------

Section 501.   Authority to Sign Share Certificates.  Every share certificate of
------------   -------------------------------------
the Corporation shall be signed by the Secretary or Assistant Secretary and 
President, Chairman of the Board or Senior Vice President-Chief Financial 
Officer of the Corporation.  Certificates may be signed by a facsimile signature
of the Secretary or Assistant Secretary and President, Chairman of the Board or 
Senior Vice President-Chief Financial Officer of the Corporation.

Section 502.   Lost or Destroyed Certificates.  Any person claiming a share
------------   -------------------------------
certificate to be lost, destroyed or wrongfully taken shall receive a 
replacement certificate if such person shall have:  (a) requested such 
replacement certificate before the Corporation has notice that the shares have 
been acquired by a bona fide purchaser; (b) provided the Corporation with an 
indemnity agreement satisfactory in form and substance to the Board of 
Directors, or the President or the Secretary; and (c) satisfied any other 
reasonable requirements (including providing an affidavit and
a surety bond) fixed by the Board of Directors, or the President or the 
Secretary.







ARTICLE VI.  GENERAL.
-----------  --------

Section 601.   Fiscal Year.  The fiscal year of the Corporation shall begin on 
------------   ------------
the first (1st) day of January in each year and end on the thirty-first (31st) 
day of December in each year.

Section 602.   Record Date.  The Board of Directors may fix any time whatsoever
------------   ------------
(whether or not the same is more than fifty (50) days) prior to the date of any
meeting of shareholders, or the date 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 will go into effect, 
as a record date for the determination of the shareholders entitled to notice 
of, or to vote at, any such meetings, 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.

Section 603.   Absentee Participation in Meetings.  One (1) or more Directors 
------------   -----------------------------------
may participate in a meeting of the Board of Directors, or of a Committee of the
Board, by means of a conference telephone or similar communications equipment, 
by means of which all persons participating in the meeting can hear each other.

Section 604.   Emergency Bylaws.  In the event of any emergency resulting from a
------------   -----------------
nuclear attack or similar disaster, and during the continuance of such 
emergency, the following Bylaw provisions shall be in effect, notwithstanding 
any other provisions of the Bylaws:

(a)  A meeting of the Board of Directors or of any Committee thereof may be 
called by any Officer or Director upon one (1) hour's notice to all persons 
entitled to notice whom, in the sole judgment of the notifier, it is feasible to
notify; 

(b)  The Director or Directors in attendance at the meeting of the Board of 
Directors or of any Committee thereof shall constitute a quorum; and

(c)  These Bylaws may be amended or repealed, in whole or in part, by a majority
vote of the Directors attending any meeting of the Board of Directors, provided 
such amendment or repeal shall only be effective for the duration of such 
emergency.

Section 605.   Severability.  If any provision of these Bylaws is illegal or
------------   -------------
unenforceable as such, such illegality or unenforceability shall not affect any
other provision of these Bylaws and such other provisions shall continue in full
force and effect.


ARTICLE VII.  INDEMNIFICATION OF OFFICERS AND EMPLOYEES.
------------  ------------------------------------------

Section 701.   The Corporation shall indemnify any officer and/or employee, or 
------------   
any former officer and/or employee, who was or is a party to, or is threatened 
to be made a party to, or who is called to be a witness in connection with, 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 such person is or was an 
officer and/or employee 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 
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 his 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 no 
reasonable cause to believe that his conduct was unlawful.

Section 702.   The Corporation shall indemnify any officer and/or employee, who
------------
was or is a party to, or is threatened to be made a party to, or who is called 
as a witness in connection with, 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 such person is or was a director, officer, and/or 
employee or agent of another corporation, partnership, joint venture, trust or 
other enterprise against amounts paid in settlement and expenses (including 
attorneys' fees) actually and reasonably incurred by him in connection with the 
defense or settlement of, or serving as a witness in, 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 and except that no 
indemnification shall be made in respect of any such claim, issue or matter as 
to which such person shall have been adjudged to be liable for misconduct
in the performance of his duty to the Corporation.

Section 703.   Except as may be otherwise ordered by a court, there shall be a
------------
presumption that any officer and/or employee is entitled to indemnification as
provided in Sections 701 and 702 of this Article unless either a majority of the
directors who are not involved in such proceedings ("disinterested directors") 
or, if there are less than three disinterested directors, then the holders of 
one-third of the outstanding shares of the Corporation determine that the person
is not entitled to such presumption by certifying such determination in writing 
to the Secretary of the Corporation.  In such event the disinterested 
director(s) or, in the event of certification by shareholders, the Secretary of 
the Corporation shall request of independent counsel, who may be the outside 
general counsel of the Corporation, a written opinion as to whether or not the 
parties involved are entitled to indemnification under Sections 701 and 702 of 
this Article.

Section 704.   Expenses incurred by an officer and/or employee in defending a 
------------
civil or criminal action, suit or proceeding may be paid by the Corporation in 
advance of the final disposition of such action, suit or proceeding as 
authorized in the manner provided under Section 703 of this Article upon receipt
of an undertaking by or on behalf of the officer and/or employee to repay such 
amount if it shall ultimately be determined that he is not entitled to be 
indemnified by the Corporation.

Section 705.   The indemnification provided by this Article shall not be deemed
------------
exclusive of any other rights to which a person seeking indemnification may be
entitled under any agreement, vote of shareholders or disinterested directors, 
or otherwise, both as to action in his official capacity while serving as an 
officer and/or employee and as to action in another capacity while holding such 
office, and shall continue as to a person who has ceased to be an officer and/or
employee and shall inure to the benefit of the heirs, executors and 
administrators of such a person.

Section 706.   The Corporation may create a fund of any nature, which may, but 
------------
need not be, under the control of a trustee, or otherwise secure or insure in 
any manner its indemnification obligations arising under this Article.

Section 707.   The Corporation shall have the power to purchase and maintain
------------
insurance on behalf of any person who is or was an officer and/or employee of 
the Corporation, or is or was serving at the request of the Corporation as an 
officer and/or employee of another corporation, partnership, joint venture, 
trust or other enterprise against any liability asserted against him and 
incurred by him in any such capacity, or arising out of his status as such, 
whether or not the Corporation would have the power to indemnify him against 
such liability under the provisions of this Article.

Section 708.   Indemnification under this Article shall not be made in any case
------------
where the act or failure to act giving rise to the claim for indemnification is 
determined by a court to have constituted willful misconduct or recklessness.


ARTICLE VIII.  INDEMNIFICATION OF DIRECTORS.
-------------  -----------------------------

Section 801.   A director of this Corporation shall stand in a fiduciary 
------------
relation to the Corporation and shall perform his duties as a director, 
including his duties as a member of any committee of the board upon which he may
serve, in good faith, in a manner he reasonably believes to be in the best 
interests of the Corporation, and with such care, including reasonable inquiry, 
skill and diligence, as a person of ordinary prudence would use under similar 
circumstances.  In performing his duties, a director shall be entitled to rely 
in good faith on information, opinions, reports or statements, including 
financial statements and other financial data, in each case prepared or 
presented by any of the following:

(a)  One or more officers or employees of the Corporation whom the director
reasonably believes to be reliable and competent in the matters presented.

(b)  Counsel, public accountants or other persons as to matters which the 
director reasonably believes to be within the professional or expert competence 
of such person.

(c)  A committee of the board upon which he does not serve, duly designated in
accordance with law, as to matters within its designated authority, which 
committee the director reasonably believes to merit confidence.

A director shall not be considered to be acting in good faith if he has 
knowledge concerning the matter in question that would cause his reliance to be 
unwarranted.

Section 802.   In discharging the duties of their respective positions, the 
------------
board of directors, committees of the board, and individual directors may, in 
considering the best interests of the Corporation, consider the effects of any 
action upon employees, upon suppliers and customers of the Corporation and upon 
communities in which offices or other establishments of the Corporation are 
located, and all other pertinent factors.  The consideration of those factors 
shall not constitute a violation of Section 801.

Section 803.   Absent a breach of fiduciary duty, lack of good faith or self-
------------
dealing, actions taken as a director or any failure to take any action shall be 
presumed to be in the best interests of the Corporation.

Section 804.   A director of this Corporation shall not be personally liable for
------------
monetary damages as such for any action taken or for any failure to take any 
action, unless:

(a)  the director has breached or failed to perform the duties of his office 
under the provisions of Sections 801 and 802, and

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

Section 805.   The provisions of Section 804 shall not apply to:
------------

(a)  the responsibility or liability of a director pursuant to a criminal 
statute, or

(b)  the liability of a director for the payment of taxes pursuant to local, 
state or federal law.

Section 806.   The Corporation shall indemnify any director, or any former 
------------
director who was or is a party to, or is threatened to be made a party to, or 
who is called to be a witness in connection with, 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 such person is or was a director 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 expenses (including attorneys' fees), judgment, 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 his 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 no reasonable cause to believe that his conduct was unlawful.

Section 807.   The Corporation shall indemnify any director who was or is a 
------------
party to, or is threatened to be made a party to, or who is called as a witness 
in connection with, 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 such person is or was a director, officer and/or employee or agent of 
another corporation, partnership, joint venture, trust or other enterprise 
against amounts paid in settlement and expenses (including attorneys' fees) 
actually and reasonably incurred by him in connection with the defense or 
settlement of, or serving as a witness in, 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 and except that no
indemnification shall be made in respect of any such claim, issue or matter as 
to which such person shall have been adjudged to be liable for misconduct in the
performance of his duty to the Corporation.

Section 808.   Except as may be otherwise ordered by a court, there shall be a
------------
presumption that any director is entitled to indemnification as provided in 
Sections 806 and 807 of this Article unless either a majority of the directors 
who are not involved in such proceedings ("disinterested directors") or, if 
there are less than three disinterested directors, then the holders of one-third
of the outstanding shares of the Corporation determine that the person is not 
entitled to such presumption by certifying such determination in writing to the 
Secretary of the Corporation.  In such event the disinterested director(s) or, 
in the event of certification by shareholders, the Secretary of the Corporation 
shall request of independent counsel, who may be the outside general counsel of 
the Corporation, a written opinion as to whether or not the parties involved are
entitled to indemnification under Sections 806 and 807 of this Article.

Section 809.   Expenses incurred by a director in defending a civil or criminal
------------
action, suit or proceeding may be paid by the Corporation in advance of the 
final disposition of such action, suit or proceeding as authorized in the manner
provided under Section 808 of this Article upon receipt of an undertaking by or 
on behalf of the director, officer and/or employee to repay such amount if it 
shall ultimately be determined that he is not entitled to be indemnified by the 
Corporation as authorized by this Article.

Section 810.   The indemnification provided by this Article shall not be deemed
------------
exclusive of any other rights to which a person seeking indemnification may be
entitled under any agreement, vote of shareholders or disinterested directors, 
or otherwise, both as to action in his official capacity while serving as a 
director and as to action in another capacity while holding such office, and 
shall continue as to a person who has ceased to be a director and shall inure to
the benefit of the heirs, executors and administrators of such a person.

Section 811.   The Corporation may create a fund of any nature, which may, but
------------
need not be, under the control of a trustee, or otherwise secure or insure in 
any manner its indemnification obligations arising under this Article.

Section 812.   The Corporation shall have the power to purchase and maintain
------------
insurance on behalf of any person who is or was a director or is or was serving
at the request of the Corporation as a director, officer, employee or agent of 
another corporation, partnership, joint venture, trust or other enterprise 
against any liability asserted against him and incurred by him in any such 
capacity, or arising out of his status as such, whether or not the Corporation 
would have the power to indemnify him against such liability under the 
provisions of this Article.

Section 813.   Indemnification under this Article shall not be made in any case
------------
where the act or failure to act giving rise to the claim for indemnification is 
determined by a court to have constituted willful misconduct or recklessness.


ARTICLE IX.  AMENDMENT OR REPEAL.
-----------  --------------------

Section 901.   Amendment or Repeal by the Board of Directors.  These Bylaws may
------------
be amended or repealed, in whole or in part, by a majority vote of members of 
the Board of Directors at any regular or special meeting of the Board duly 
convened.  Notice need not be given of the purpose of the meeting of the Board 
of Directors at which the amendment or repeal is to be considered.

Section 902.   Recording Amendments and Repeals.  The text of all amendments and
------------
repeals to these Bylaws shall be attached to the Bylaws with a notation of the 
date and vote of such amendment or repeal.







ARTICLE X. APPROVAL OF AMENDED BYLAWS AND RECORD OF AMENDMENTS AND REPEALS.
---------- ----------------------------------------------------------------

Section 1001.  Approval and Effective Date.  These Bylaws have been approved as
-------------  ----------------------------
the Bylaws of the Corporation this 15th day of June, 1983, and shall be effected
as of said date.

Section 1002.  Amendments or Repeals.
-------------  ----------------------

Section Involved         Date Amended or Repealed      Approved By
----------------         ------------------------      -----------
Article VII              May 5, 1987                   Shareholders
Article VIII             May 5, 1987                   Shareholders
Article IX (renumbered)  May 5, 1987                   Board of Directors
Article X (renumbered)   May 5, 1987                   Board of Directors