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                                   EXHIBIT 4.2

                             BY-LAWS OF DIMECO, INC.
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                                     BY-LAWS
                                       OF
                                  DIMECO, INC.


                                    Article 1

                               CORPORATION OFFICE

         Section 1.1 The Corporation shall have and continuously maintain in
Pennsylvania a registered office which may, but need not, be the same as its
place of business and at an address to be designated from time to time by the
Board of Directors.

         Section 1.2 The Corporation may also have offices at such other places
as the Board of Directors may from time to time designate or the business of the
Corporation may require.


                                    Article 2

                              SHAREHOLDERS MEETINGS

         Section 2.1 All meetings of the shareholders shall be held at such time
and place as may be fixed from time to time by the Board of Directors.

         Section 2.2 The annual meeting of the shareholders shall be held no
later than the thirty-first day of May in each year, when the shareholders shall
elect members to the Board of Directors and transact such other business as may
properly be brought before the meeting.

         Section 2.3 Special meetings of the shareholders may be called at any
time by the President or a majority of the Board of Directors or of its
Executive Committee. At any time, upon written request of any person who has
called a special meeting, it shall be the duty of the Secretary to fix the time
of the meeting which, if the meeting is called pursuant to a statutory right,
shall be held not more than sixty (60) days after the receipt of the request. If
the Secretary neglects or refuses to fix the time of the meeting, the person or
persons calling the meeting may do so.

         Section 2.4 Written notice of all shareholder meetings (other than
adjourned meetings of shareholders), shall state the place, date, hour, the
purpose thereof and shall be served upon, or mailed, postage prepaid, or
telegraphed, charges prepaid, at least twenty (20) days before such meeting,
unless a greater period of notice is required by statute or by these By-laws, to
each shareholder entitled to vote thereat at such address as appears on the
transfer books for shares of the Corporation.

         Section 2.5 When a meeting of shareholders is adjourned, it shall not
be necessary to give any notice of the adjourned meeting or of the business to
be transacted at an adjourned meeting, other than by announcement at the meeting
at which the adjournment is taken, unless the Board of Directors fixes a new
record date for the adjourned meeting.
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                                    Article 3

                             QUORUM OF SHAREHOLDERS

         Section 3.1 The presence, in person or by proxy, of shareholders
entitled to cast at least a majority of the votes which all shareholders are
entitled to cast on the particular matter shall constitute a quorum for purposes
of considering such matter, and unless otherwise provided by statute, the acts
of such shareholders at a duly organized meeting shall be the acts of the
shareholders. If, however, any meeting of shareholders cannot be organized
because of lack of a quorum, those present, in person or by proxy, shall have
the power, except as otherwise provided by statute, to adjourn the meeting to
such time and place as they may determine, without notice other than an
announcement at the meeting, until the requisite number of shareholders for a
quorum shall be present, in person or by proxy, except that in the case of any
meeting called for the election of directors such meeting may be adjourned only
for periods not exceeding fifteen (15) days as the holders of a majority of the
shares present, in person or by proxy, shall direct, and those who attend the
second of such adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors. At any
adjourned meeting at which a quorum shall be present or so represented, any
business may be transacted which might have been transacted at the original
meeting if a quorum had been present. The shareholders present, in person or by
proxy, at a duly organized meeting can continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.


                                    Article 4

                                  VOTING RIGHTS

         Section 4.1 Except as may be otherwise provided by statute or by the
Articles of Incorporation, at every meeting of shareholders, every shareholder
entitled to vote thereat shall have the right to one vote for every share having
voting power standing in his name on the transfer books for shares of the
Corporation on the record date fixed for the meeting. No share shall be voted at
any meeting if an installment is due and unpaid thereon.

         Section 4.2 When a quorum is present at any meeting the voice vote of
the holders of a majority of the stock having voting power, present, in person
or by proxy, shall decide any question brought before such meeting except as
provided differently by statute or by the Articles of Incorporation.

         Section 4.3 Upon demand made by a shareholder entitled to vote at any
election for directors before the voting begins, the election shall be by
ballot.
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                                    Article 5

                                     PROXIES

         Section 5.1 Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy. Every proxy shall be executed in writing by the shareholder or his duly
authorized attorney in fact and filed with the Secretary of the Corporation. A
proxy, unless coupled with an interest, shall be revocable at will,
notwithstanding any other agreement or any provision in the proxy to the
contrary, but the revocation of a proxy shall not be effective until notice
thereof has been given to the Secretary of the Corporation. No unrevoked proxy
shall be valid after eleven (11) months from the date of its execution, unless a
longer time is expressly provided therein, but in no event shall a proxy, unless
coupled with an interest, be voted after three years from the date of its
execution. A proxy shall not be revoked by the death or incapacity of the maker,
unless before the vote is counted or the authority is exercised, written notice
of such death or incapacity is given to the Secretary of the Corporation.


                                    Article 6

                                   RECORD DATE

         Section 6.1 The Board of Directors may fix a time, not more than ninety
(90) days prior to the date of any meeting of shareholders, or the date fixed
for the payment of any dividend or distribution, or the date for the allotment
of rights, or the date when any change or conversion or exchange of shares will
be made or go into effect, as a record date for the determination of the
shareholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend or distribution, or to receive
any such allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares. In such case, only such shareholders
as shall be shareholders of record on the date so fixed shall be entitled to
notice of, or to vote at, such meeting or to receive payment of such dividend or
distribution or to receive such allotment of rights or to exercise such rights,
as the case may be, notwithstanding any transfer of any shares on the transfer
books for shares of the Corporation after any record date fixed as aforesaid.
The Board of Directors may close the transfer books for shares of the
Corporation against transfers of shares during the whole or any part of such
period, and in such case written or printed notice thereof shall be mailed at
least twenty (20) days before closing thereof to each shareholder of record at
the address appearing on the records of the Corporation or supplied by him to
the Corporation for the purpose of notice. While the transfer books for shares
of the Corporation are closed, no transfer of shares shall be made thereon. If
no record date is fixed by the Board of Directors for the determination of
shareholders entitled to receive notice of, and vote at, a meeting of
shareholders, transferees of shares which are transferred on the books of the
Corporation with twenty (20) days next preceding the date of such meeting shall
not be entitled to notice of or to vote at such meeting.
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                                    Article 7

                                  VOTING LISTS

         Section 7.1 The officer or agent having charge of the transfer books
for shares of the Corporation shall make a complete list of the shareholders
entitled to vote at any meeting of shareholders, arranged in alphabetical order,
with the address of and the number of shares held by each. The list shall be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any shareholders during the whole time of the meeting for
the purposes thereof except that, if the Corporation has 5,000 or more
shareholders, in lieu of the making of the list the Corporation may make the
information therein available at the meeting by any other means.

         Section 7.2 Failure to comply with the requirements of Section 7.1
shall not affect the validity of any action taken at a meeting prior to a demand
at the meeting by any shareholder entitled to vote thereat to examine the list.
The original share register(s) or transfer book(s), or a duplicate thereof kept
in the Commonwealth of Pennsylvania shall be prima facie evidence as to who are
the shareholders entitled to examine the list or share register(s) or transfer
book(s) or to vote at any meeting of shareholders.


                                    Article 8

                               JUDGES OF ELECTION

         Section 8.1 In advance of any meeting of shareholders, the Board of
Directors may appoint judge(s) of election, who need not be shareholders, to act
at the meeting or any adjournment thereof. If judge(s) of election is/are not so
appointed, the presiding officer of the meeting may, and on the request of any
shareholders shall, appoint judge(s) of election at the meeting. The number of
judges shall be one or three. A person who is a candidate for office to be
filled at the meeting shall not act as a judge.

         Section 8.2 In case any person appointed as a judge fails to appear or
fails or refuses to act, the vacancy may be filled by appointment made by the
Board of Directors in advance of the convening of the meeting or at the meeting
by the presiding officer thereof.

         Section 8.3 The judge(s) of election shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the authenticity, validity and effect of
proxies, receive votes or ballots, hear and determine all challenges and
questions in any manner arising in connection with the right to vote, count and
tabulate all votes, determine the result and do such acts as may be proper to
conduct the election or vote with fairness to all shareholders. The judge(s) of
election shall perform his or their duties impartially, in good faith, to the
best of his or their ability and as expeditiously as is practical. If there are
three judges of election, the decision, act or certificate of a majority shall
be effective in all respects as the decision, act or certificate of all.
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          Section 8.4 On request of the presiding officer of the meeting, or of
any shareholder, the judge(s) of election shall make a report in writing of any
challenge or question or matter determined by him or them, and execute a
certificate of any fact found by him or them. Any report or certificate made by
him or them shall be prima facie evidence of the facts stated therein.

                                    Article 9

                   CONSENT OF SHAREHOLDERS IN LIEU OF MEETING

          Section 9.1 Any action required or permitted to be taken at a meeting
of the shareholders, or of a class of shareholders, may be taken without a
meeting, prior or subsequent to the action, if a consent or consents in writing
setting forth the action so taken shall be signed by all of the shareholders who
would be entitled to vote at a meeting for such purpose and shall be filed with
the Secretary of the Corporation.

          Section 9.2 The consent or consents in writing required by this
Article 9 may be given by proxy in accordance with Section 5.1 hereof.

                                   Article 10

                                    DIRECTORS

          Section 10.1 Any shareholder who intends to nominate or to cause to
have nominated any candidate for election to the Board of Directors (other than
any candidate proposed by the Corporation's then existing Board of Directors)
shall so notify the Secretary of the Corporation in writing not less than sixty
(60) days prior to the date of any meeting of shareholders called for the
election of directors. Such notification shall contain the following information
to the extent known by the notifying shareholder:

                  (a)      the name and address of each proposed nominee;

                  (b)      the age of each proposed nominee;

                  (c)      the principal occupation of each proposed nominee;

                  (d)      the number of shares of the Corporation owned by each
                           proposed nominee;

                  (e)      the total number of shares that to the knowledge of
                           the notifying shareholder will be voted for each
                           proposed nominee;

                  (f)      the name and residence address of the (f) the name
                           and residence address of the notifying shareholder;
                           and

                  (g)      the number of shares of the Corporation owned by the
                           notifying shareholder.
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          Any nomination for director not made in accordance with this Section
shall be disregarded by the presiding officer of the meeting, and votes cast for
each such nominee shall be disregarded by the judges of election. In the event
that the same person is nominated by more than one shareholder, if at least one
nomination for such person complies with this Section, the nomination shall be
honored and all votes cast for such nominee shall be counted.

          Section 10.2 The number of directors that shall constitute the whole
Board of Directors shall be not less than three. The Board of Directors shall be
classified into three classes, each class to be elected for a term of three
years. The terms of the respective classes shall expire in successive years as
provided in Section 10.3 hereof. Within the foregoing limits, the Board of
Directors may from time to time fix the number of directors and their respective
classifications.

          Section 10.3 At the 1994 annual meeting of shareholders of the
Corporation, the shareholders shall elect seven (7) directors as follows: two
Class A directors to serve until the 1995 annual meeting of shareholders, two
Class B directors to serve until the 1996 annual meeting of shareholders, and
three Class C directors to serve until the 1997 annual meeting of shareholders.
Each class shall be elected in a separate election. At each annual meeting of
shareholders thereafter, successors to the class of directors whose term shall
then expire shall be elected to hold office for a term of three years, so that
the term of office of one class of directors shall expire in each year.

          Section 10.4 The Board of Directors may declare vacant the office of
the director who has been judicially declared of unsound mind or who has been
convicted of an offense punishable by imprisonment for a term of more than one
year or for any other proper cause which these By-laws may specify or if, within
sixty (60) days after notice of his selection, he does not accept the office
either in writing or by attending a meeting of the Board of Directors and
fulfill such other requirements of qualification as these By-laws may specify.

         Section 10.5 Upon application of any shareholder or director, the court
may remove from office any director in case of fraudulent or dishonest acts, or
gross abuse of authority or discretion with reference to the Corporation, or for
any other proper cause, and may bar from office any director so removed for a
period prescribed by the court. The Corporation shall be made a party to the
action and, as a prerequisite to the maintenance of an action under this Section
10.5, a shareholder shall comply with Section 1782 of the Business Corporation
Law of 1988 and any amendments or supplements thereto.

          Section 10.6 An act of the Board of Directors done during the period
when a director as been suspended or removed for cause shall not be impugned or
invalidated if the suspension or removal is thereafter rescinded by the
shareholders or by the Board of Directors or by the final judgment of a court.

          Section 10.7 The Board of Directors may appoint a person who
previously held the position of director to be a director emeritus. A director
emeritus may attend meetings of the Board of Directors. A director emeritus may
advise the Board of Directors on any proposed corporate action but shall not
have voting rights. The compensation of a director emeritus shall be determine
from time to time by resolution of the Board of Directors.
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                                   Article 11

                         VACANCIES ON BOARD OF DIRECTORS

          Article 11.1 Vacancies on the Board of Directors, including vacancies
resulting from an increase in the number of directors, shall be filled by a
majority of the remaining members of the Board of Directors, though less than a
quorum, and each person so appointed shall be a director until the expiration of
the term of office of the class of directors to which he was appointed.

                                   Article 12

                          POWERS OF BOARD OF DIRECTORS

          Section 12.1 The business and affairs of the Corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute of by
the Articles of Incorporation or by these By-laws directed or required to be
exercised and done by the shareholders.

         Section 12.2 A director 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 of Directors 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 case, 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
                           persons; and

                  (c)      a committee of the Board of Directors 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 12.3 In discharging the duties of their respective positions,
the Board of Directors, committees of the Board of Directors and individual
directors may, in considering the best interests of the Corporation, consider
the effects of any action upon employees, upon suppliers and customers
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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 12.2.

         Section 12.4 Absent 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 12.5 A director shall not be personally liable, as such, for
monetary damages for any action taken, or any failure to take any action,
unless:

                  (a)      the director has breach or failed to perform the
                           duties of his office under this Article 12; and

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

         Section 12.6 The provisions of Section 12.5 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.

         Section 12.7 A director of that Corporation who is present at a meeting
of the Board of Directors, or of a committee of the Board of Directors, at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent is entered in the minutes of the meeting or
unless he files his written dissent to the action with the Secretary of the
Corporation before the adjournment thereof or transmits the dissent in writing
to the Secretary of the Corporation immediately after the adjournment of the
meeting. The right to dissent shall not apply to a director who voted in favor
of the action. Nothing in this Section 12.7 shall bar a director from asserting
that minutes of any meeting incorrectly omitted his dissent if promptly upon
receipt of a copy of such minutes, he notifies the Secretary of the Corporation,
in writing, or the asserted omission or inaccuracy.

                                   Article 13

                      COMMITTEES OF THE BOARD OF DIRECTORS

         Section 13.1 The Board of Directors may, by resolution adopted by a
majority of the directors in office, establish one or more committees to consist
of one or more directors of the Corporation. Any committee, to the extent
provided in the resolution of the Board of Directors or in these By-laws, shall
have and may exercise all of the powers and authority of the Board of Directors,
except that a committee shall not have any power or authority as to the
following:
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                  (a)      the submission to shareholders of any action
                           requiring approval of shareholders under applicable
                           law, the Articles of Incorporation or these By-laws;

                  (b)      the creation or filing of vacancies in the Board of
                           Directors;

                  (c)      the adoption, amendment or repeal of these By-laws;

                  (d)      the amendment or repeal of any resolution of the
                           Board of Directors that by its terms is amendable or
                           repealable only by the Board of Directors; and

                  (e)      action on matters committed by these By-laws or
                           resolution of the Board of Directors to another
                           committee of the Board of Directors.

         Section 13.2 The Board of Directors may designate one or more directors
as alternate members of any committee who may replace any absent or disqualified
member at any meeting of the committee or for the purposes of any written action
by the committee. In the absence or disqualification of a member and alternate
member or members of a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another director to act at the meeting in the
place of the absent or disqualified member.

         Section 13.3 Each committee of the Board of Directors shall serve at
the pleasure of the Board of Directors. The term "Board of Directors," when used
in any provision of this Article 13 relating to the organization or procedures
of, or the manner of taking action by, the Board of Directors, shall be
construed to include and refer to any executive or dither committee of the Board
of Directors. Any provision of this Article 13 relating or referring to action
to be taken by the Board of Directors or the procedure required therefor shall
be satisfied by the taking of corresponding action by a committee of the Board
of Directors to the extent authority to take the action has been delegated to
the committee pursuant to this Article 13.

                                   Article 14

                       MEETINGS OF THE BOARD OF DIRECTORS

          Section 14.1 An organization meeting may be held immediately following
the annual shareholders meeting without the necessity of notice to the directors
to constitute a legally convened meeting, or the directors may meet at such time
and place as may be fixed by either a notice or waiver of notice or consent
signed by all of such directors.

         Section 14.2 Regular meetings of the Board of Directors shall be held
not less often than semi-annually at a time and place determined by the Board of
Directors at the preceding meeting. One or more directors may participate in any
meeting of the Board of Directors, or of any committee thereof, by means of a
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear one another.

         Section 14.3 Special meetings of the Board of Directors may be called
by the President on
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one day's notice to each director, either personally or in the manner set forth
under Article 33 hereof; special meetings shall be called by the Chairperson of
the Board or the President in like manner and on like notice upon the written
request of three directors.

         Section 14.4 At all meetings of the Board of Directors, a majority of
the directors shall constitute a quorum for the transaction of business, and the
acts of a majority of the directors present at a meeting in person or by
conference telephone or similar communications equipment at which a quorum is
present in person or by such communications equipment shall be the acts of the
Board of Directors, except as may be otherwise specifically provided by statute
or by the Articles of Incorporation or by these Bylaws. If a quorum shall not be
present in person or by communications equipment at any meeting of the
directors, the directors present may adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or as permitted herein.

                                   Article 15

                    INFORMAL ACTION BY THE BOARD OF DIRECTORS

          Section 15.1 Any action required or permitted to be taken at a meeting
of the directors may be taken without a meeting if, prior or subsequent to the
action, a consent or consents thereto by all of the directors in office is filed
with the Secretary of the Corporation.

                                   Article 16

                            COMPENSATION OF DIRECTORS

          Section 16.1 Directors, as such, may receive a stated salary for their
services or a fixed sum and expenses for attendance at regular and special
meetings, or any combination of the foregoing as may be determined from time to
time by resolution of the Board of Directors, and nothing contained herein shall
be construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

                                   Article 17

                                    OFFICERS

          Section 17.1 The officers of the Corporation shall be elected by the
Board of Directors at its organization meeting and shall be a President, a
Secretary and a Treasurer. At its option, the Board of Directors may elect a
Chairperson of the Board. The Board of Directors may also elect one or more Vice
Presidents and such other officers and appoint such agents as it shall deem
necessary, who shall hold their offices for such terms, have such authority and
perform such duties as may from time to time be prescribed by the Board of
Directors. Any number of offices may be held by the same person.
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         Section 17.2 The compensation of all officers of the Corporation shall
be fixed by the Board of Directors.

         Section 17.3 Each officer shall hold office for a term of one year and
until his successor has been selected and qualified or until his earlier death,
resignation or removal. Any officer may resign at any time upon written notice
to the Corporation. The resignation shall be effective upon receipt thereof by
the Corporation or at such subsequent time as may be specified in the notice of
resignation. The Corporation may secure the fidelity of any or all of the
officers by bond or otherwise.

         Section 17.4 Any officer or agent of the Corporation may be removed by
the Board of Directors with or without cause. The removal shall be without
prejudice to the contract rights, if any, of any person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.

         Section 17.5 An officer shall perform his duties as an officer 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. A person who so performs his duties shall not be liable by reason
of having been an officer of the Corporation.

                                   Article 18

                          THE CHAIRPERSON OF THE BOARD

          Section 18.1 The Chairperson of the Board shall preside at all
meetings of the shareholders and directors. He shall supervise the carrying out
of the policies adopted or approved by the Board of Directors. He shall also
have and may exercise such further powers and duties as from time to time may be
conferred upon or assigned to him by the Board of Directors.

                                   Article 19

                                  THE PRESIDENT

          Section 19.1 The President shall be the chief executive officer of the
Corporation; shall have general and active management of the business of the
Corporation; shall see that all orders and resolutions of the Board of Directors
are put into effect, subject, however, to the right of the Board of Directors to
delegate any specific powers, except such as may be by statute exclusively
conferred on the President, to any other officer or officers of the Corporation.
The President shall execute bonds, mortgages and other contracts requiring a
seal under the seal of the Corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the Corporation. In the absence or incapacity of the
Chairperson of the Board, the President shall have and exercise all powers
conferred by these By-laws or otherwise on the Chairperson of the Board.
<PAGE>   13
                                   Article 20

                               THE VICE PRESIDENT

          Section 20.1 The Vice President or, if more than one, the Vice
Presidents in the order established by the Board of Directors shall, in the
absence or incapacity of the President, exercise all powers and perform the
duties of the President. The Vice Presidents, respectively, shall also have such
other authority and perform such other duties as may be provided in these
By-laws or as shall be determined by the Board of Directors or the President.
Any Vice President may, in the discretion of the Board of Directors, be
designated as "executive," "senior," or by departmental or functional
classification.

                                   Article 21

                                  THE SECRETARY

          Section 21.1 The Secretary shall attend all meetings of the Board of
Directors and of the shareholders and keep accurate records thereof in one or
more minute books kept for that purpose and shall perform the duties customarily
performed by the secretary of a corporation and such other duties as may be
assigned to him by the Board of Directors or the President.

                                   Article 22

                                  THE TREASURER

          Section 22.1 The Treasurer shall have the custody of the corporate
funds and securities; shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall perform such other
duties as may be assigned to him by the Board of Directors or the President. He
shall give bond in such sum and with such surety as the Board of Directors may
from time to time direct.

                                   Article 23

                               ASSISTANT OFFICERS

          Section 23.1 Each assistant officer shall assist in the performance of
the duties of the officer to whom he is assistant and shall perform such duties
in the absence of the officer. He shall perform such additional duties as the
Board of Directors, the President or the officer to whom he is assistant may
from time to time assign him. Such officers may be given such functional titles
as the Board of Directors shall from time to time determine.

                                   Article 24

                                 INDEMNIFICATION

         Section 24.1 (Third Party Actions) The Corporation shall have power to
indemnify any
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person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation), by reason of the fact that he is or was a representative of the
Corporation, or is or was serving at the request of the Corporation as a
representative of another domestic or foreign corporation for profit or
not-for-profit, 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 the action
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 proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner that he reasonably believed to be in, or not
opposed to, the best interests of the Corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.

         Section 24.2 (Derivative Actions) The Corporation shall have power to
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a representative of the Corporation or is or was serving at the request
of the Corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of the
action 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. Indemnification
shall not be made under this section in respect of any claim, issue or matter as
to which the person has been adjudged to be liable to the Corporation unless and
only to the extent that the court of common pleas of the judicial district
embracing the county in which the registered office of the Corporation is
located or the court in which the action was brought determines upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for the
expenses that the court of common pleas or other court deems proper.

          Section 24.3 (Mandatory Indemnification) To the extent that a
representative of the Corporation has been successful on the merits or other
wise in defense of any action or proceeding referred to in Sections 24.1
(relating to third party actions) or 24.2 (relating to derivative actions) or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

          Section 24.4 (Procedure for Effecting Indemnification) Unless ordered
by a court, any indemnification under Sections 24.1 (relating to third party
actions) or 24.2 (relating to derivative actions) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the person is proper in the circumstances because he has met
the applicable standard of conduct set forth in those sections. The
determination shall be made:

                  (a)      by the Board of Directors by a majority vote of a
                           quorum consisting of directors who were not parties
                           to the action or proceeding;
<PAGE>   15
                  (b)      if such a quorum is not obtainable or if obtainable
                           and a majority vote of a quorum of disinterested
                           directors so directs, by independent legal counsel in
                           a written opinion; or

                  (c)      by the shareholders.

         Section 24.5 (Advancing Expenses) Expenses (including attorneys' fees)
incurred in defending any action or proceeding referred to in this Article 24
may be paid by the Corporation in advance of the final disposition of the action
or proceeding upon receipt of the undertaking by or on behalf of the person to
repay the amount if it is ultimately determine that he is not entitled to be
indemnified by the Corporation as authorized in this Article 24 or otherwise.

         Section 24.6 (Supplementary Coverage) (a) The indemnification and
advancement of expenses provided by, or granted pursuant to, the other sections
of this Article 24 shall not be deemed exclusive of any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
any By-law, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding that office. 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,
whether arising under or pursuant to this Section 24.6 or otherwise.

          (b) Indemnification pursuant to subsection (a) of this Section 24.6
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.

         (c) Indemnification pursuant to subsection (a) of this Section 24.6
under any Bylaw, agreement, vote of shareholders or directors or otherwise, may
be granted for any action taken or any failure to take any action and may be
made whether or not the Corporation would have the power to indemnify the person
under any other provision of law except as provided in this Section 24.6 and
whether or not the indemnified liability arises or arose from any threatened,
pending or completed action by or in the right of the Corporation.

         Section 24.7 (Power to Purchase Insurance) The Corporation shall have
power to purchase and maintain insurance on behalf of any person who is or was a
representative of the Corporation or is or was serving at the request of the
Corporation as a representative of another domestic or foreign corporation for
profit or not-for-profit, 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 that liability under the
provisions of this Article 24.

         Section 24.8 (Application to Surviving or New Corporations) For the
purpose of this Article 24, references to "the Corporation" include all
constituent corporations absorbed in a consolidation, merger or division, as
well as the surviving or new corporations surviving or resulting therefrom, so
that any person who is or was a representative of the constituent, surviving or
new corporation, or is or was serving at the request of the constituent,
surviving or new corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust
<PAGE>   16
or other enterprise, shall stand in the same position under the provisions of
this Article 24 with respect to the surviving or new corporation as he would if
he had served the surviving or new corporation in the same capacity.

         Section 24.8 (Application to Employee Benefit Plans) For purposes of
this Article 24:

         (a) References to "other enterprises" shall include employee benefits
plans and references to "serving at the request of the Corporation" shall
include any service as a representative of the Corporation that imposes duties
on, or involves services by, the representative with respect to an employee
benefit plan, its participants or beneficiaries.

         (b) Excise taxes assessed on a person with respect to an employee
benefit plan pursuant to applicable law shall be deemed "fines."

         (c) Action with respect to an employee benefit plan taken or omitted in
good faith by a representative of the Corporation in a manner he reasonable
believed to be in the interest of the participants and beneficiaries of the plan
shall be deemed to be action in a manner that is not opposed to the best
interests of the Corporation.

         Section 24.9 (Duration and Extent of Coverage) The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article 24
shall, unless otherwise provide when authorized or ratified, continue as to a
person who has ceased to be a representative of the Corporation and shall inure
to the benefit of the heirs and personal representative of that person.

                                   Article 25

                               SHARE CERTIFICATES

         Section 25.1 The share certificates of the Corporation shall be
numbered and registered in a share register as they are issued; shall bear the
name of the registered holder, the number and class of shares represented
thereby, the par value of each share or a statement that such shares are without
par value, as the case may be; shall be signed by the President or a Vice
President and the Secretary or the Treasurer or any other person properly
authorized by the Board of Directors, and shall bear the corporate seal, which
seal may be a facsimile engraved or printed. Where the certificate is signed by
a transfer agent or a registrar, the signature of any corporate officer on such
certificate may be a facsimile engraved or printed. In case any officer who has
signed, or whose facsimile signature has been placed upon, any share certificate
shall have ceased to be such officer because of death, resignation or otherwise
before the certificate is issued, it may be issued by the Corporation with the
same effect as if the officer had not ceased to be such at the date of its
issue.
<PAGE>   17
                                   Article 26

                               TRANSFER OF SHARES

          Section 26.1 Upon surrender to the Corporation of a share certificate
duly endorsed by the person named in the certificate or by attorney duly
appointed in writing and accompanied where necessary by proper evidence of
succession, assignment or authority to transfer, a new certificate shall be
issued to the person entitled thereto and the old certificate canceled and the
transfer recorded upon the transfer books for shares of the Corporation. No
transfer shall be made if it would be inconsistent with the provisions of
Article 8 of the Pennsylvania Uniform Commercial Code and any amendment or
supplements thereto.

                                   Article 27

                                LOST CERTIFICATES

          Section 27.1 Where a shareholder of the Corporation alleges the loss,
theft or destruction of one or more certificates for shares of the Corporation
and requests the issuance of an substitute certificate therefor, the Board of
Directors may direct a new certificate of the same tenor and for the same number
of shares to be issued to such person upon such person's making of an affidavit
in form satisfactory to the Board of Directors setting forth the facts in
connection therewith, provided that prior to the receipt of such request the
Corporation shall not have either registered a transfer of such certificate or
received notice that such certificate has been acquired by a bona fide
purchaser. When authorizing such issue of a new certificate the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate, or his
heirs or legal representatives, as the case may be, to advertise the same in
such manner as it shall require or give the Corporation a bond in such form and
with surety or sureties, with fixed or open penalty, as shall be satisfactory to
the Board of Directors, as indemnity for any liability or expense which it may
incur by reason of the original certificate remaining outstanding.

                                   Article 28

                                    DIVIDENDS

          Section 28.1 The Board of Directors may, from time to time, at any
duly convened regular or special meeting or by unanimous consent in writing,
declare and pay dividends upon the outstanding shares of capital stock of the
Corporation in cash, property or shares of the Corporation, so long as any
dividend shall not be in violation of law and the Articles of Incorporation.

          Section 28.2 Before payment of any dividend, there may be set aside
out of any funds of the Corporation available for dividends such sum or sums as
the Board of Directors from time to time, in their absolute discretion, think
proper as a reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purposes
<PAGE>   18
as the Board of Directors shall believe to be for the best interests of the
Corporation, and the Board of Directors may reduce or abolish any such reserve
in the manner in which it was created.

                                   Article 29

                        FINANCIAL REPORT TO SHAREHOLDERS

          Section 29.1 The President and the Board of Directors shall present
prior to each annual meeting of the shareholders a full and complete statement
of the business and affairs of the Corporation for the preceding year.

                                   Article 30

                                   INSTRUMENTS

          Section 30.1 Any note, mortgage, evidence of indebtedness, contract or
other document, or any assignment or endorsement thereof, executed or entered
into between the Corporation and any other person, when signed by one or more
officers or agents having actual or apparent authority to sign it, or by the
President or a Vice President and Secretary or Assistant Secretary or Treasurer
or Assistant Treasurer of the Corporation, shall be held to have been properly
executed for and on behalf of the Corporation.

          Section 30.2 The affixation of the corporate seal shall not be
necessary to the valid execution, assignment or endorsement by the Corporation
of any instrument or other document.

                                   Article 31

                                   FISCAL YEAR


          Section 31.1 The fiscal year of the Corporation shall be the calendar
year.

                                   Article 32

                                      SEAL

          Section 32.1 The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its organization and the words "Corporate Seal,
Pennsylvania." Such seal may be used by causing it or a facsimile thereof to be
impressed or affixed in any manner reproduced.
<PAGE>   19
                                   Article 33

                           NOTICES AND WAIVERS THEREOF

          Section 33.1 Whenever written notice is required to be given to any
person under the provisions of applicable law, by the Articles of Incorporation
or of these By-laws, it may be given to the person either personally or by
sending a copy thereof by first class or express mail, postage prepaid, or by
telegram (with messenger service specified), telex or TWX (with answerback
received) or courier service, charges prepaid, or by telecopier, to his address
(or to his telex, TWX, telecopier or telephone number) appearing on the books of
the Corporation or, in the case of directors, supplied by him to the Corporation
for the purpose of notice. If the notice is sent by mail, telegraph or courier
service, it shall be deemed to have been given to the person entitled thereto
when deposited in the United States mail or with a telegraph office or courier
service for delivery to that person or, in the case of telex or TWX, when
dispatched. A notice of meeting shall specify the place, day and hour of the
meeting and any other information required by any other provision of these
By-laws.

          Section 33.2 Whenever any written notice is required to be given under
the provisions of applicable law, the Articles of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to the notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of the notice. Except as otherwise required by these
By-laws, neither the business to be transacted at, nor the purpose of, a meeting
need be specified in the waiver of notice of the meeting. In the case of a
special meeting of shareholders, the waiver of notice shall specify the general
nature of the business to be transacted.

          Section 33.3 Attendance of a person at any meeting shall constitute a
waiver of notice of the meeting except where a person attends a meeting for the
express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened.

          Section 33.4 Whenever any notice or communication is required to be
given to any person under the provisions of applicable law, the Articles of
Incorporation, these By-laws, the terms of any agreement and any other
instrument or as a condition precedent to taking any corporate action, and
communication with that person is then unlawful, the giving of the notice or
communication to that person shall not be required and there shall be no duty to
apply for a license or other permission to do so. Any action or meeting that is
taken or held without notice or communication to that person shall have the same
validity as if the notice or communication had been duly given. If the action
taken is such as to require the filing of any document with respect thereto
under any provision of law or any agreement or other instrument, it shall be
sufficient, if such is the fact and if notice or communication in required, to
state therein that notice or communication was given to all persons entitled to
receive notice or communication except persons with whom communication was
unlawful.

          Section 33.5 Section 33.4 shall also be applicable to any shareholder
with whom the Corporation has been unable to communicate for more than
twenty-four (24) consecutive months because communications to the shareholder
are returned unclaimed or the shareholder has otherwise failed to provide the
Corporation with a current address. Whenever the shareholder provides the
Corporation with a current address, Section 33.4 shall cease to be applicable to
the shareholder under
<PAGE>   20
this Section 33.5.

                                   Article 34

                                   EMERGENCIES

          Section 34.1 The Board of Directors may adopt emergency By-laws,
subject to repeal or change by action of the shareholders, which shall,
notwithstanding any different provisions of law, of the Articles of
Incorporation or of these By-laws, be effective during any emergency resulting
from an attack on the United States, a nuclear disaster or another catastrophe
as a result of which a quorum of the Board of Directors cannot readily be
assembled. The emergency By-laws may make any provision that may be appropriate
for the circumstances of the emergency including, procedures for calling
meetings of the Board of Directors, quorum requirements for meetings and
procedure's for designating additional or substitute directors.

          Section 34.2 The Board of Directors, either before or during any
emergency, may provide, and from time to time modify, lines of succession in the
event that during the emergency any or all officers or agents of the Corporation
shall for any reason be rendered incapable of discharging their duties and may,
effective in the emergency, change the head offices or designate several
alternative head offices or regional offices of the Corporation or authorize the
officers to do so.

          Section 34.3 A representative of the Corporation acting in accordance
with any emergency By-laws shall not be liable except for willful misconduct and
shall not be liable for any action taken by him in good faith in an emergency in
furtherance of the ordinary business affairs of the Corporation even though not
authorized by the emergency or other By-laws then in effect.

          Section 34.4 To the extent not inconsistent with any emergency By-laws
so adopted, the By-laws of the Corporation shall remain in effect during any
emergency and, upon its termination, the emergency By-laws shall cease to be
effective.

          Section 34.5 Unless otherwise provided in emergency By-laws, notice of
any meeting of the Board of Directors during an emergency shall be given only to
those directors to whom it is feasible to reach at the time and by such means as
are feasible at the time, including publication, radio or television. To the
extent required to constitute a quorum at any meeting of the Board of Directors
during any emergency, the officers of the Corporation who are present shall,
unless otherwise provided in emergency By-laws, be deemed, in order of rank and
within the same rank in order of seniority, directors for the meeting.

                                   Article 35

                                   AMENDMENTS

          Section 35.1 These By-laws may be altered, amended or repealed by the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock at any regular or special meeting duly convened after notice to the
shareholders of that purpose, or by a majority vote of the members of the Board
of Directors at any regular or special meeting thereof duly convened after
notice to the directors of that purpose, subject always to the power of the
shareholders to change such
<PAGE>   21
action of the Board of Directors by the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock.