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                                                                 Exhibit 4.2
                                     BYLAWS
                                       OF
                        PHILADELPHIA SUBURBAN CORPORATION
                          (a Pennsylvania Corporation)


                                    ARTICLE I
                             Offices and Fiscal Year
         Section 1.01. Registered Office. The registered office of the
corporation in the Commonwealth of Pennsylvania, which is in Montgomery County,
shall be at 762 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010 until otherwise
established by an amendment of the articles of incorporation (the Articles) or
by the board of directors, and a statement of such change is filed with the
Department of State in the manner provided by law.

         Section 1.02. Other Offices. The corporation may also have offices at
such other places within or without the Commonwealth of Pennsylvania as the
board of directors may from time to time appoint or the business of the
corporation may require.

         Section 1.03. Fiscal Year. The fiscal year of the corporation shall
begin on the first day of January in each year.


                                   ARTICLE II

                      Notice - Waivers - Meetings Generally

         Section 2.01.  Manner of Giving Notice.

         (a) General rule. Whenever written notice is required to be given to
any person under the provisions of the Business Corporation Law or by the
articles or these bylaws, it may be given to the person either personally or by
sending a copy thereof by first class mail 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 facsimile transmission, to
the address (or to the telex, TWX or facsimile number) of the person appearing
on the books of the corporation or, in the case of directors, supplied by the
director 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 or, in the case of facsimile transmission, when
received. A notice of a meeting shall specify the place, day and hour of the
meeting and any other information required by any other provision of the
Business Corporation Law, the articles or these bylaws.

         (b) Bulk mail. If the corporation has more than 30 shareholders, notice
of any regular or special meeting of the shareholders, or any other notice
required by the Business Corporation Law or by the articles or these bylaws to
be given to all shareholders or to all holders of a class or series of shares,
deposited in the United States mail at least 20 days prior to the day named for
the meeting or any corporate or shareholder action specified in the notice.

         (c) Adjourned shareholder meetings. 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
fixes a new record date for the adjourned meeting in which event notice shall be
given in accordance with Section 2.03.

         Section 2.02. Notice of Meetings of Board of Directors. Notice of a
regular meeting of the board of directors need not be given. Notice of every
special meeting of the board of directors shall be given to each director by
telephone or in writing at least 24 hours (in the case of notice by telephone,
telex, TWX or facsimile transmission) or 48 hours (in the case of notice by
telegraph, courier service or express mail) or five days (in the case of notice


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by first class mail) before the time at which the meeting is to be held. Every
such notice shall state the time and place of the meeting. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of the
board need be specified in a notice of the meeting.

         Section 2.03.  Notice of Meetings of Shareholders.

         (a) General rule. Written notice of every meeting of the shareholders
shall be given by, or at the direction of, the secretary or other authorized
person to each shareholder of record entitled to vote at the meeting, at least
20 days prior to the day named for the meeting. If the secretary neglects or
refuses to give notice of a meeting, the person or persons calling the meeting
may do so. In the case of a special meeting of shareholders, the notice shall
specify the general nature of the business to be transacted.

         (b) Notice of action by shareholders on bylaws. In the case of a
meeting of shareholders that has as one of its purposes action on the bylaws,
written notice shall be given to each shareholder that the purpose, or one of
the purposes, of the meeting is to consider the adoption, amendment or repeal of
the bylaws. There shall be included in, or enclosed with, the notice of a copy
of the proposed amendment or a summary of the changes to be effected thereby.

         (c) Notice of action by shareholders on fundamental change. In the case
of a meeting of the shareholders that has as one of its purposes action with
respect to any fundamental change under 15 Pa.C.S. Chapter 19, each shareholder
shall be given, together with written notice of the meeting, a copy or summary
of the amendment or plan to be considered at the meeting in compliance with the
provisions of Chapter 19.

         (d) Notice of action by shareholders giving rise to dissenters rights.
In the case of a meeting of the shareholders that has as one of its purposes
action that would give rise to dissenters rights under the provisions of 15
Pa.C.S. Subchapter 15D, each shareholder shall be given, together with written
notice of the meeting:

                  (1) a statement that the shareholders have a right to dissent
         and obtain payment of the fair value of their shares by complying with
         the provisions of Subchapter 15D (relating to dissenters rights); and

                  (2) a copy of Subchapter 15D.

         Section 2.04.  Waiver of Notice.

         (a) Written waiver. Whenever any written notice is required to be given
under the provisions of the Business Corporation Law, the articles or these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Neither the business to be transacted
at, nor the purpose of, the meeting need be specified in the waiver of notice of
such meeting.

         (b) Waiver by attendance. 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.


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         Section 2.05. Modification of Proposal Contained in Notice. Whenever
the language of a proposed resolution is included in a written notice of a
meeting required to be given under the provisions of the Business Corporation
Law or the articles or these bylaws, the meeting considering the resolution may
without further notice adopt it with such clarifying language or other
amendments as do not enlarge its original meaning.

         Section 2.06.  Exception to Requirement of Notice.

         (a) General rule. Whenever any notice or communication is required to
be given to any person under the provisions of the Business Corporation Law or
by the articles or these bylaws or by the terms of any agreement or 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.

         (b) Shareholders without forwarding addresses. Notice or other
communications shall not be sent to any shareholder with whom the corporation
has been unable to communicate for more than 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, the corporation
shall commence sending notices and other communications to the shareholder in
the same manner as to other shareholders.

         Section 2.07. Use of Conference Telephone and Similar Equipment. Any
director may participate in any meeting of the board of directors, and the board
of directors may provide by resolution with respect to a specific meeting or
with respect to a class of meetings that one or more persons may participate in
a meeting of the shareholders of the corporation by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in a meeting
pursuant to this section shall constitute presence in person at such meeting.

                                   ARTICLE III

                                  Shareholders

         Section 3.01. Place of Meeting. All meetings of the shareholders of the
corporation shall be held at the registered office of the corporation unless
another place is designated by the board of directors in the notice of such
meeting.

         Section 3.02. Annual Meeting. The board of directors may fix the date
and time of the annual meeting of the shareholders, but if no such date and time
is fixed by the board the meeting for any calendar year shall be held on the
Second Thursday of May in such year, if not a legal holiday under the laws of
Pennsylvania, and, if a legal holiday, then on the next succeeding business day,
not a Saturday, at 10:00 o'clock A.M., and at said meeting the shareholders
entitled to vote shall elect directors and shall transact such other business as
may properly be brought before the meeting. If the annual meeting shall not have
been called and held within six months after the designated time, any
shareholder may call such meeting at any time thereafter.

         Section 3.03. Special Meetings. Special meetings of the shareholders
may be called at any time by the chairman, the president, or shareholders
entitled to cast a majority of the votes which all shareholders are entitled to
cast at the particular meeting, or by resolution of the board of directors. Any
authorized person who has called a special meeting may fix the date, time and
place of the meeting. If the person who has called the meeting does not fix the
date, time or place of the meeting, it shall be the duty of the secretary to do
so. A date fixed by the secretary shall not be more than 60 days after receipt
of the request.

         Section 3.04. Quorum and Adjournment.

         (a) General rule. A meeting of shareholders of the corporation duly
called shall not be organized for the transaction of business unless a quorum is
present. The presence of shareholders entitled to cast a majority of the votes
which all shareholders are entitled to cast on the particular matter to be acted
upon at the meeting shall constitute a quorum for the purposes of consideration
and action on the matter. Shares of the corporation owned, directly or
indirectly, by it and controlled, directly or indirectly, by the board of
directors of this corporation, as such, shall not be counted in determining the
total number of outstanding shares for quorum purposes at any given time.


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         (b) Withdrawal of a quorum. The shareholders present at a duly
organized meeting can continue to do business until adjournment, notwithstanding
withdrawal of enough shareholders to leave less than a quorum.

         (c) Adjournments generally. Any regular or special meeting of the
shareholders, including one at which directors are to be elected and one which
cannot be organized because a quorum has not attended, may be adjourned for such
period and to such place as the shareholders present and entitled to vote shall
direct. At any such adjourned meeting at which a quorum may be present such
business may be transacted as might have been transacted at the meeting as
originally called. No notice of any adjourned meeting of the shareholders of the
corporation shall be required to be given except by announcement at the meeting
at which the adjournment took place. In case of any meeting called for the
election of directors, 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. Any meeting at which directors are to be elected
shall be adjourned only from day to day, or for such longer periods not
exceeding 15 days each, as may be directed by shareholders who are present in
person or by proxy and who are entitled to cast at least a majority of the votes
which all such shareholders would be entitled to cast at an election of
directors, until such directors are elected.

         Section 3.05. Action by Shareholders. Except as otherwise provided in
the Business Corporation Law or the articles or these bylaws, the acts, at a
duly organized meeting, of the shareholders present, in person or by proxy,
entitled to cast at least a majority of the votes which all shareholders present
in person or by proxy are entitled to cast shall be the acts of the
shareholders.

         Section 3.06. Organization. At every meeting of the shareholders, the
chairman of the board, if there be one, or in the case of vacancy in office or
absence of the chairman of the board, one of the following officers present in
the order stated: the vice chairman of the board, if there be one, the
president, the vice presidents in their order of rank and seniority, or a person
chosen by vote of the shareholders present shall act as chairman of the meeting.
The secretary, or, in the absence of the secretary, an assistant secretary, or
in the absence of both the secretary and assistant secretaries, a person
appointed by the chairman of the meeting, shall act as secretary of the meeting.

         Section 3.07. Voting Rights of Shareholders. Unless otherwise provided
in the articles, every shareholder of the corporation shall be entitled to one
vote for every share standing in the name of the shareholder on the books of the
corporation.

         Section 3.08.  Voting and Other Action by Proxy.

         (a) General rule.

                  (1) Every shareholder entitled to vote at a meeting of
         shareholders may authorize another person to act for the shareholder by
         proxy.

                  (2) The presence of, or vote or other action at a meeting of
         shareholders by a proxy of a shareholder shall constitute the presence
         of, or vote or other action by the shareholder.

                  (3) When two or more proxies of a shareholder are present, the
         corporation shall, unless otherwise expressly provided in the proxy,
         accept as the vote of all shares represented thereby the vote cast by a
         majority of them and, if a majority of the proxies cannot agree whether
         the shares represented shall be voted or upon the manner of voting the
         shares, the voting of the shares shall be divided equally among those
         persons.

         (b) Minimum requirements. Every proxy shall be executed in writing by
the shareholder or by the duly authorized attorney-in-fact of the shareholder
and filed with the secretary of the corporation. A telegram, telex, cablegram,
datagram or similar transmission from a shareholder or attorney-in-fact, or a
photographic, facsimile or similar reproduction of a writing executed by a
shareholder or attorney-in-fact:

                  (1) may be treated as properly executed for purposes of this
         subsection; and


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                  (2) shall be so treated if it sets forth a confidential and
         unique identification number or other mark furnished by the corporation
         to the shareholder for the purposes of a particular meeting or
         transaction.

         (c) Revocation. 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 written notice thereof has been given to the secretary of the corporation.
An unrevoked proxy shall not be valid after three years from the date of its
execution, unless a longer time is expressly provided therein. 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 the death or incapacity
is given to the secretary of the corporation.

         (d) Expenses. The corporation shall pay the reasonable expenses of
solicitation of votes, proxies or consents of shareholders by or on behalf of
the board of directors or its nominees for election to the board, including
solicitation by professional proxy solicitors and otherwise.

         Section 3.09. Voting by Fiduciaries and Pledgees. Shares of the
corporation standing in the name of a trustee or other fiduciary and shares held
by an assignee for the benefit of creditors or by a receiver may be voted by the
trustee, fiduciary, assignee or receiver. A shareholder whose shares are pledged
shall be entitled to vote the shares until the shares have been transferred into
the name of the pledgee, or a nominee of the pledgee, but nothing in this
section shall affect the validity of a proxy given to a pledgee or nominee.

         Section 3.10.  Voting by Joint Holders of Shares.

         (a) General rule. Where shares of the corporation are held jointly or
as tenants in common by two or more persons, as fiduciaries or otherwise:

                  (1) if only one or more of such persons is present in person
         or by proxy, all of the shares standing in the names of such persons
         shall be deemed to be represented for the purpose of determining a
         quorum and the corporation shall accept as the vote of all the shares
         the vote cast by a joint owner or a majority of them; and

                  (2) if the persons are equally divided upon whether the shares
         held by them shall be voted or upon the manner of voting the shares,
         the voting of the shares shall be divided equally among the persons
         without prejudice to the rights of the joint owners or the beneficial
         owners thereof among themselves.

         (b) Exception. If there has been filed with the secretary of the
corporation a copy, certified by an attorney at law to be correct, of the
relevant portions of the agreement under which the shares are held or the
instrument by which the trust or estate was created or the order of court
appointing them or of an order of court directing the voting of the shares, the
persons specified as having such voting power in the document latest in date of
operative effect so filed, and only those persons, shall be entitled to vote the
shares but only in accordance therewith.

         Section 3.11.  Voting by Corporations.

         (a) Voting by corporate shareholders. Any corporation that is a
shareholder of this corporation may vote at the meetings of shareholders of this
corporation by any of its officers or agents, or by proxy appointed by any
officer or agent, unless some other person, by resolution of the board of
directors of the other corporation or a provision of its articles or bylaws, a
copy of which resolution or provision certified to be correct by one of its
officers has been filed with the secretary of this corporation, is appointed its
general or special proxy in which case that person shall be entitled to vote the
shares.

         (b) Controlled shares. Shares of the corporation owned, directly or
indirectly, by it and controlled, directly or indirectly, by the board of
directors of this corporation, as such, shall not be voted at any meeting and
shall not be counted in determining the total number of outstanding shares for
voting purposes at any given time.

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         Section 3.12.  Determination of Shareholders of Record.

         (a) Fixing record date. The board of directors may fix a time prior to
the date of any meeting of shareholders as a record date for the determination
of the shareholders entitled to notice of, or to vote at, any such meeting,
which time, except in the case of an adjourned meeting, shall be not more than
90 days prior to the date of the meeting of shareholders. Only shareholders of
record on the date so fixed shall be so entitled notwithstanding any transfer of
any shares on the books of the corporation after any such record date fixed as
provided in this subsection. The board of directors may similarly fix a record
date for the determination of shareholders of record for any other purpose. When
a determination of shareholders of record has been made as provided in this
section for purposes of a meeting, the determination shall apply to any
adjournment thereof unless the board fixes a new record date for the adjourned
meeting.

         (b) Determination when a record date is not fixed.  If a record date
is not fixed:

                  (1) The record date for determining shareholders entitled to
         notice of or to vote at a meeting of shareholders shall be at the close
         of business on the day next preceding the day on which notice is given.

                  (2) The record date for determining shareholders for any other
         purpose shall be at the close of business on the day on which the board
         of directors adopts the resolution relating thereto.

         (c) Certification by nominee. The board of directors may adopt a
procedure whereby a shareholder of the corporation may certify in writing to the
corporation that all or a portion of the shares registered in the name of the
shareholder are held for the account of a specified person or persons. Upon
receipt by the corporation of a certification complying with the procedure, the
persons specified in the certification shall be deemed, for the purposes set
forth in the certification, to be the holders of record of the number of shares
specified in the place of the shareholder making the certification.

         Section 3.13.  Voting Lists.

         (a) General rule. 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 shareholder 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 of the corporation
may make the information therein available at the meeting by any other means.

         (b) Effect of list. Failure to comply with the requirements of this
section 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 transfer book, or a duplicate thereof kept in
Pennsylvania, shall be prima facie evidence as to who are the shareholders
entitled to examine the list or transfer records or to vote at any meeting of
shareholders.

         Section 3.14.  Judges of Election.

         (a) Appointment. In advance of any meeting of shareholders of the
corporation, the board of directors may appoint judges of election, who need not
be shareholders, to act at such meeting or any adjournment thereof. If judges of
election are not so appointed, the presiding officer of any such meeting may,
and upon the demand of any shareholder shall, appoint judges of election at the
meeting. The number of judges shall be either one or three, as determined, in
the case of judges appointed upon demand of a shareholder, by shareholders
present entitled to cast a majority of the votes which all shareholders present
are entitled to cast thereon. No person who is a candidate for office to be
filled at the meeting shall act as a judge.

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         (b) Vacancies. In case any person appointed as 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.

         (c) Duties. The judges 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
way arising in connection with the nominations by shareholders or 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 judges of election shall perform their duties impartially, in good faith, to
the best of 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.

         (d) Report. On request of the presiding officer of the meeting, the
judges shall make a report in writing of any challenge or question or matter
determined by them, and execute a certificate of any fact found by them. Any
report or certificate made by them shall be prima facie evidence of the facts
stated therein.

         Section 3.15. Consent of Shareholders in Lieu of Meeting. Any action
required or permitted to be taken at a meeting of the shareholders or of a class
of shareholders of the corporation may be taken without a meeting only upon the
unanimous written consent of all the shareholders who would be entitled to vote
thereon at a meeting of the shareholders called to consider the matter.

         Section 3.16. Minors as Security Holders. The corporation may treat a
minor who holds shares or obligations of the corporation as having capacity to
receive and to empower others to receive dividends, interest, principal and
other payments or distributions, to vote or express consent or dissent and to
make elections and exercise rights relating to such shares or obligations
unless, in the case of payments or distributions on shares, the corporate
officer responsible for maintaining the list of shareholders or the transfer
agent of the corporation or, in the case of payments or distributions on
obligations, the treasurer or paying officer or agent has received written
notice that the holder is a minor.

         Section 3.17. Business to be Transacted at Shareholder Meetings. No
business may be transacted at an annual meeting of shareholders, other than
business that is either (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of directors (or
any duly authorized committee thereof), (b) otherwise properly brought before
the annual meeting by or at the direction of the board of directors (or any duly
authorized committee thereof) or (c) otherwise properly brought before the
annual meeting by any shareholder of the corporation (i) who is a shareholder of
record on the date of the giving of notice provided for in Section 3.17 and on
the record date for the determination of shareholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set forth in
this Section 3.17. In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a shareholder, such
shareholder must have given timely notice thereof in proper written form to the
secretary of the corporation.

         To be timely, a shareholder's notice must be delivered to or mailed and
received at the principal executive offices of the corporation not less than 90
days nor more than 120 days prior to the anniversary date of the immediately
preceding annual meeting of shareholders; provided, however, that in the event
that the annual meeting is called for a date that is not within 30 days before
or after such anniversary date, notice by the shareholder, in order to be
timely, must be so received not later than the close of business on the tenth
day following the day on which such notice of the date of the annual meeting was
first mailed.

         To be in proper written form, a shareholder's notice to the secretary
must set forth as to each matter such shareholder proposes to bring before the
annual meeting (i) a brief description of the business desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (ii) the name and record address of such shareholder, (iii) the
class or series and number of shares of capital stock of the corporation which
are owned beneficially or of record by such shareholder, (iv) a description of
all arrangements or understandings between such shareholder and any other person
or persons (including their names) in connection with the proposal of such
business by such shareholder and any material interest of such shareholder in
such business and (v) a representation that such shareholder intends to appear
in person or by proxy at the annual meeting to bring such business before the
meeting.

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         No business shall be conducted at the annual meeting of shareholders
except business brought before the annual meeting in accordance with the
procedures set forth in this Section 3.17; provided, however, that once business
has been properly brought before the annual meeting in accordance with such
procedures, nothing in this Section 3.17 shall be deemed to preclude discussion
by any shareholder of any such business. If the chairman of an annual meeting
determines that business was not properly brought before the annual meeting in
accordance with the foregoing procedures, the chairman shall declare to the
meeting that the business was not properly brought before the meeting and such
business shall not be transacted.

         At a special meeting of shareholders, only such business shall be
conducted as shall have been set forth in the notice relating to the meeting. At
any meeting, matters incident to the conduct of this meeting may be voted upon
or otherwise disposed of as the presiding officer of the meeting shall determine
to be appropriate.

                                   ARTICLE IV

                               Board of Directors

         Section 4.01.  Powers; Personal Liability.

         (a) General rule. Unless otherwise provided by statute, all powers
vested by law in the corporation shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be managed under the
direction of, the board of directors.

         (b) Personal liability of directors. A director of the corporation
shall not be personally liable for monetary damages, as such, for any action
taken, or any failure to take any action, unless the director has breached or
failed to perform the duties of his or her office under 42 Pa.C.S. Section 8363
[now a reference to 15 Pa.C.S. Subch. 17B] and the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness. The provisions of
this subsection shall not apply to the responsibility or liability of a director
pursuant to any criminal statute, or the liability of a director for the payment
of taxes pursuant to local, state or Federal law. The provisions of this
subsection shall be effective January 27, 1987, but shall not apply to any
action filed prior to that date nor any breach of performance of duty or failure
of performance of duty by a director occurring prior to that date.

         (c) Notation of dissent. A director of the corporation who is present
at a meeting of the board of directors, or of a committee of the board, at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken on which the director is generally competent to act unless his
or her dissent is entered in the minutes of the meeting or unless the director
files his or her written dissent to the action with the secretary of the meeting
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 shall bar a director from asserting that minutes
of the meeting incorrectly omitted his or her dissent if, promptly upon receipt
of a copy of such minutes, the director notifies the secretary, in writing, of
the asserted omission or inaccuracy.

         Section 4.02.  Qualification and Election of Directors.

         (a) Qualifications. Each director of the corporation shall be a natural
person of full age, who need not be a resident of Pennsylvania or a shareholder
of the corporation. No person shall be appointed or elected as a director
unless:

                  (1) such person is elected to fill a vacancy in the board of
         directors (including any vacancy resulting from any accordance with
         section 4.04(a); or

                  (2) the name of such person, together with such consents and
         information as may be required by the board of directors or by the
         provisions of section 4.13(b) shall have been filed with the secretary
         of the corporation.

         (b) Election of directors. Except as otherwise provided in the articles
or these bylaws, directors of the corporation shall be elected by the
shareholders. In elections for directors, voting need not be by ballot, except
upon demand made by a shareholder entitled to vote at the election and before
the voting begins. The candidates receiving the highest number of votes from


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each class or group of classes, if any, entitled to elect directors separately
up to the number of directors to be elected by the class or group of classes
shall be elected. If at any meeting of shareholders, directors of more than one
class are to be elected, each class of directors shall be elected in a separate
election.

         Section 4.03. Number and Term of Office.

         (a) Number. The board of directors shall consist of such number of
directors as may be determined from time to time by resolution of the board
adopted by a vote of three quarters of the entire board of directors.

         (b) Term of office. Each director shall hold office until the
expiration of the term for which he or she was selected and until a successor
shall have been elected and qualified, or until his or her death, resignation or
removal. A decrease in the number of directors shall not have the effect of
shortening the term of any incumbent director.

         (c) Resignations. Any director may resign at any time by giving written
notice to the corporation. Such resignation shall take effect on the date of the
receipt by the corporation of such notice or at any later time specified
therein.

         (d) Classified board of directors. The directors shall be classified in
respect of the time for which they shall severally hold office as follows:

                  (1) Each class shall be as nearly equal in number as possible.

                  (2) The term of office of at least one class shall expire in
                      each year.

                  (3) The members of each class shall be elected for a period of
                      three years.

         Section 4.04.  Vacancies.

         (a) General rule. Vacancies in the board of directors, including
vacancies resulting from an increase in the number of directors, may be filled
by a vote of a majority of the entire board of directors, or by sole remaining
director, and such person so elected shall hold office until the election of the
class for which such directors shall have been elected and until a successor
shall have been elected and qualified, or until their death, resignation or
removal.

         (b) Action by resigned directors. When one or more directors resign
from the board effective at a future date, the directors then in office,
including those who have so resigned, shall have power by the applicable vote to
fill the vacancies, the vote thereon to take effect when the resignations become
effective.

         Section 4.05.  Removal of Directors.

         (a) Removal by the directors. At any special meeting called for the
purpose of removing or electing directors, the entire board of directors, or any
class of the board, where the board is classified with respect to the power to
elect directors, or any individual director may be removed from office without
assigning any cause, as provided in the articles. In case the board or such
class of the board or any one or more directors be so removed, new directors may
be elected at the same meeting.

         (b) Removal by the board. The board of directors may declare vacant the
office of a 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 if within 60 days after notice of his or her selection, the director
does not accept the office either in writing or by attending a meeting of the
board of directors.

         Section 4.06. Place of Meeting. The board of directors may hold its
meetings at such place or places within the Commonwealth of Pennsylvania, or
elsewhere as the board of directors may from time to time appoint, or as may be
designated in the notice calling the meeting.

         Section 4.07. Organization Meeting. At every meeting of the board of
directors, the chairman of the board, if there be one, or, in the case of a


                                       9
<PAGE>

vacancy in the office or absence of the chairman of the board, one of the
following officers present in the order stated: the vice chairman of the board,
if there be one, the president, the vice presidents in their order of rank and
seniority, or a person chosen by a majority of the directors present, shall act
as chairman of the meeting. The secretary, or, in the absence of the secretary,
an assistant secretary, or in the absence of the secretary and assistant
secretaries, any person appointed by the chairman of the meeting, shall act as
secretary of the meeting.

         Section 4.08. Regular Meetings. Regular meetings of the board of
directors shall be held at such time and place as shall be designated from time
to time by resolution of the board of directors.

         Section 4.09. Special Meetings. Special meetings of the board of
directors shall be held whenever called by the chairman or by two or more of the
directors.

         Section 4.10.  Quorum of and Action by Directors.

         (a) General rule. A majority of the directors in office shall be
necessary to constitute a quorum for the transaction of business and, except as
otherwise provided in the articles or these bylaws, the acts of a majority of
the directors present and voting at a meeting at which a quorum is present shall
be the acts of the board of directors.

         (b) Action by written consent. 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.

         Section 4.11.  Executive and Other Committees.

         (a) Establishment and powers. 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,
shall have and may exercise all of the powers and authority of the board of
directors except that a committee shall not have the power or authority as to
the following:

                  (1) The submission to shareholders of any action requiring
         approval of shareholders under the Business Corporation Law.

                  (2) The creation or filling of vacancies in the board of
         directors.

                  (3) The adoption, amendment or repeal of these bylaws.

                  (4) The amendment or repeal of any resolution of the board
         that by its terms is amendable or repealable only by the board.

                  (5) Action on matters committed by a resolution of the board
         of directors to another committee of the board.

         (b) Alternate committee members. The board 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 purpose of any
written action by the committee. In the absence or disqualification of a member
and the alternate member or members of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or not
constituting a quorum, may unanimously appoint another director to act at the
meeting in the place of the absent or disqualified member.

         (c) Term.  Each committee of the board shall serve at the pleasure of
the board.

         (d) Committee procedures. The term Aboard of directors or Aboard, when
used in any provision of these bylaws 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 other committee of the board.

                                       10
<PAGE>


         Section 4.12. Compensation. The board of directors shall have the
authority to fix the compensation of directors for their services as directors
and a director may be a salaried officer of the corporation.

         Section 4.13.  Nomination of Directors.

         (a) Notice required. Nominations for election of directors may be made
by any shareholder entitled to vote for the election of directors, provided that
written notice (the Notice) of such shareholder's intent to nominate a director
at the meeting is given by the shareholder and received by the secretary of the
corporation in the manner and within the time specified herein. The Notice shall
be delivered to the secretary of the corporation not less than 14 days nor more
than 50 days prior to any meeting of the shareholders called for the election of
directors; provided, however, that if less than 21 days notice of the meeting is
given to shareholders, the Notice shall be delivered to the secretary of the
corporation not later than the earlier of the seventh day following the day on
which notice of the meeting was first mailed to shareholders or the fourth day
prior to the meeting. In lieu of delivery to the secretary of the corporation,
the Notice may be mailed to the secretary of the corporation by certified mail,
return receipt requested, but shall be deemed to have been given only upon
actual receipt by the secretary of the corporation.

         (b) Contents of notice.  The notice shall be in writing and shall
contain or be accompanied by:

                  (1) the name and residence of such shareholder;

                  (2) a representation that the shareholder is a holder of
         record of the corporation's voting stock and intends to appear in
         person or by proxy at the meeting to nominate the person or persons
         specified in the Notice;

                  (3) such information regarding each nominee as would have been
         required to be included in a proxy statement filed pursuant to
         Regulation 14A of the rules and regulations established by the
         Securities and Exchange Commission under the Securities Exchange Act of
         1934 (or pursuant to any successor act or regulation) had proxies been
         solicited with respect to such nominee by the management or board of
         directors of the corporation;

                  (4) a description of all arrangements or understandings among
         the shareholder and each nominee and any other person or persons
         (naming such person or persons) pursuant to which such nomination or
         nominations are to be made by the shareholder; and

                  (5) the consent of each nominee to serve as director of the
         corporation if so elected.

         (c) Determination of compliance. If a judge or judges of election shall
not have been appointed pursuant to these bylaws, the chairman of the meeting
may, if the facts warrant, determine and declare to the meeting that any
nomination made at the meeting was not made in accordance with the foregoing
procedures and, in such event, the nomination shall be disregarded. Any decision
by the chairman of the meeting shall be conclusive and binding upon all
shareholders of the corporation for any purpose.

         (d) Exception. The above procedures of this section shall not apply to
nominations with respect to which proxies shall have been solicited pursuant to
a proxy statement filed pursuant to Regulation 14A of the rules and regulations
adopted by the Securities and Exchange Commission under the Securities Exchange
Act of 1934, or pursuant to any successor act or regulation.

                                    ARTICLE V

                                    Officers

         Section 5.01.  Officers Generally.

         (a) Number, qualifications and designation. The officers of the
corporation shall be a president, one or more vice presidents, a secretary, a
treasurer, and such other officers as may be elected in accordance with the

                                       11
<PAGE>

provisions of Section 5.03. Officers may, but need not be, directors or
shareholders of the corporation. The president and secretary shall be natural
persons of full age. The treasurer may be a corporation, but if a natural person
shall be of full age. The board of directors may elect from among the members of
the board a chairman of the board and a vice chairman of the board who shall be
officers of the corporation. Any number of offices may be held by the same
person.

         (b) Resignations. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall be effective at the date
of the receipt thereof by the corporation or at any later time specified
therein.

         (c)  Bonding. The corporation may secure the fidelity of any or all of
its officers by bond or otherwise.

         (d) Standard of care. In lieu of the standards of conduct otherwise
provided by law, officers of the corporation shall be subject to the same
standards of conduct, including standards of care and loyalty and rights of
justifiable reliance, as shall at the time be applicable to directors of the
corporation. An officer of the corporation shall not be personally liable, as
such, to the corporation or its shareholders for monetary damages (including,
without limitation, any judgment, amount paid in settlement, penalty, punitive
damages or expense of any nature (including, without limitation, attorneys fees
and disbursements) for any action taken, or any failure to take any action,
unless the officer has breached or failed to perform the duties of his or her
office under the articles, these bylaws, or the applicable provisions of law and
the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness. The provisions of this subsection shall not apply to the
responsibility or liability of an officer pursuant to any criminal statute or
for the payment of taxes pursuant to local, state or federal law.

         Section 5.02. Election and Term of Office. The officers of the
corporation, except those elected by delegated authority pursuant to Section
5.03, shall be elected annually by the board of directors, and each such officer
shall hold office for a term of one year and until a successor shall have been
duly chosen and qualified, or until his or her death, resignation, or removal.

         Section 5.03. Subordinate Officers, Committees and Agents. The board of
directors may from time to time elect such other officers and appoint such
committees, employees or other agents as the business of the corporation may
require, including one or more assistant secretaries, and one or more assistant
treasurers, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these bylaws, or as the board of
directors may from time to time determine. The board of directors may delegate
to any officer or committee the power to elect subordinate officers and to
retain or appoint employees or other agents, or committees thereof, and to
prescribe the authority and duties of such subordinate officers, committees,
employees or other agents. Any delegation by the board of directors of the power
to elect, retain or appoint subordinate officers, committees, employees or other
agents, shall be deemed to include the power to remove such subordinate.

         Section 5.04. Removal of Officers and Agents. Any officer or agent of
the corporation may be removed by the board 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 5.05. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, may be filled by the
board of directors or by the officer or committee to which the power to fill
such office has been delegated pursuant to Section 5.03, as the case may be, and
if the office is one for which these bylaws prescribe a term, shall be filled
for the unexpired portion of the term.

         Section 5.06. Authority. All officers of the corporation as between
themselves and the corporation, shall have such authority and perform such
duties in the management of the corporation as may be provided by or pursuant to
resolutions or orders of the board of directors, or, in the absence of
controlling provisions in the resolutions or orders of the board of directors,
as may be determined by or pursuant to these bylaws.

         Section 5.07. The Chairman and Vice Chairman of the Board. The chairman
of the board, or, in the absence of the chairman, the vice chairman of the
board, shall preside at all meetings of shareholders and of the board of
directors, and shall perform such other duties as may from time to time be
requested by the board of directors.

                                       12
<PAGE>


         Section 5.08. The President. The president shall be the chief executive
officer of the corporation and shall have general supervision over the business
and operations of the corporation, subject, however, to the control of the board
of directors. The president shall sign, execute, and acknowledge, in the name of
the corporation, deeds, mortgages, bonds, contracts or other instruments
authorized by the board of directors, except in cases where the signing and
execution thereof shall be expressly delegated by the board of directors or
these bylaws, to some other officer or agent of the corporation; and, in
general, shall perform all duties incident to the office of president and such
other duties as from time to time may be assigned by the board of directors.

         Section 5.09. The Vice Presidents. The vice presidents shall perform
the duties of the president in the absence of the president and such other
duties as may from time to time be assigned to them by the board of directors or
the president.

         Section 5.10. The Secretary. The secretary or an assistant secretary
shall attend all meetings of the shareholders and of the board of directors and
all committees thereof and shall record all the votes of the shareholders and of
the directors and the minutes of the meetings of the shareholders and of the
board of directors and of committees of the board in a book or books to be kept
for that purpose; shall see that notices are given and records and reports
properly kept and filed by the corporation as required by law; shall be the
custodian of the seal of the corporation and see that it is affixed to all
documents to be executed on behalf of the corporation under its seal; and, in
general, shall perform all duties incident to the office of secretary, and such
other duties as may from time to time be assigned by the board of directors, the
chairman or the president.

         Section 5.11. The Treasurer. The treasurer or an assistant treasurer
shall have or provide for the custody of the funds or other property of the
corporation; shall collect and receive or provide for the collection and receipt
of moneys earned by or in any manner due to or received by the corporation;
shall deposit all funds in his or her custody as treasurer in such banks or
other places of deposit as the board of directors may from time to time
designate; shall, whenever so required by the board of directors, render an
account showing all transactions as treasurer, and the financial condition of
the corporation; and, in general, shall discharge such other duties as may from
time to time be assigned by the board of directors or the president.

         Section 5.12. Salaries. The salaries of the officers elected by the
board of directors shall be fixed from time to time by the board of directors or
by such officer as may be designated by resolution of the board. The salaries or
other compensation of any other officers, employees and other agents shall be
fixed from time to time by the officer or committee to which the power to elect
such officers or to retain or appoint such employees or other agents has been
delegated pursuant to Section 5.03. No officer shall be prevented from receiving
such salary or other compensation by reason of the fact that the officer is also
a director of the corporation.

                                   ARTICLE VI

                      Certificates of Stock, Transfer, Etc.

     Section 6.01. Share Certificates. Certificates for shares of the
corporation shall be in such form as approved by the board of directors, and
shall state that the corporation is incorporated under the laws of the
Commonwealth of Pennsylvania, the name of the person to whom issued, and the
number and class of shares and the designation of the series (if any) that the
certificate represents. The share transfer records and the blank share
certificates shall be kept by the secretary or by any transfer agency or
registrar designated by the board of directors for that purpose.

     Section 6.02. Issuance. The share certificates of the corporation shall be
numbered and registered in the share register or transfer books of the
corporation as they are issued. They shall be signed by the president or a vice
president and by the secretary or an assistant secretary or the treasurer or an
assistant treasurer, and shall bear the corporate seal, which may be a
facsimile, engraved or printed; but where such certificate is signed by a
transfer agent or a registrar the signature of any corporate officer upon such
certificate may be a facsimile, engraved or printed. In case any officer,
transfer agent or registrar who has signed, or whose facsimile signature has
been placed upon any share certificate shall have ceased to be such officer,
transfer agent or registrar because of death, resignation or otherwise, before
the certificate is issued, it may be issued with the same effect as if the
officer, transfer agent or registrar had not ceased to be such at the date of


                                       13
<PAGE>

its issue. The provisions of this Section 6.02 shall be subject to any
inconsistent or contrary agreement in effect at the time between the corporation
and any transfer agent or registrar.

         Section 6.03. Transfer. Transfers of shares shall be made on the share
register or transfer books of the corporation upon surrender of the certificate
therefor, endorsed by the person named in the certificate or by an attorney
lawfully constituted in writing. No transfer shall be made inconsistent with the
provisions of the Uniform Commercial Code, 13 Pa.C.S. " 8101 et seq., and its
amendments and supplements.

         Section 6.04. Record Holder of Shares. The corporation shall be
entitled to treat the person in whose name any share or shares of the
corporation stand on the books of the corporation as the absolute owner thereof,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such share or shares on the part of any other person.

         Section 6.05. Lost, Destroyed or Mutilated Certificates. The holder of
any shares of the corporation shall immediately notify the corporation of any
loss, destruction or mutilation of the certificate therefor, and the board of
directors may, in its discretion, cause a new certificate or certificates to be
issued to such holder, in case of mutilation of the certificate, upon the
surrender of the mutilated certificate, or, in case of loss or destruction of
the certificate, upon satisfactory proof of such loss or destruction, and, if
the board of directors shall so determine, the deposit of a bond in such form
and in such sum, and with such surety or sureties, as it may direct.

         Section 6.06. Rights Agreement. Rights issued pursuant to the Rights
Agreement, dated February 19, 1988, between the corporation and Mellon Bank
(East) N.A. (the "Rights Agreement") may be transferred by an Acquiring Person
or an Associate or Affiliate of an Acquiring Person (as such terms are defined
in the Rights Agreement) only in accordance with the terms of, and subject to
the restrictions contained in, the Rights Agreement.


                                   ARTICLE VII

                  Indemnification of Directors, Officers, Etc.

         Section 7.01.  Scope of Indemnification.

         (a) The corporation shall indemnify an indemnified representative
against any liability incurred in connection with any proceeding in which the
indemnified representative may be involved as a party or otherwise, by reason of
the fact that such person is or was serving in an indemnified capacity,
including without limitation liabilities resulting from any actual or alleged
breach or neglect of duty, error, misstatement or misleading statement,
negligence, gross negligence or act giving rise to strict or products liability,
except where such indemnification is expressly prohibited by applicable law or
where the conduct of the indemnified representative has been determined pursuant
to Section 7.06 to constitute willful misconduct or recklessness within the
meaning of 42 Pa. C.S. Section 8365(b) [now a reference to 15 Pa.C.S. Section
1746(b)] or any superseding provision of the law, sufficient in the
circumstances to bar indemnification against liabilities arising from the
conduct.

         (b) If an indemnified representative is entitled to indemnification in
respect of a portion, but not all, of any liabilities to which such person may
be subject, the corporation shall indemnify such indemnified representative to
the maximum extent for such portion of the liabilities.

         (c) The termination of a 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 indemnified representative is not entitled
to indemnification.

         (d)  For purposes of this Article:

                  (1) "indemnified capacity" shall mean any and all past,
         present and future service by an indemnified representative in one or
         more capacities as a director, officer, employee or agent of the
         corporation, or, at the request of the corporation, as a director,
         officer, employee, agent, fiduciary or trustee of another corporation,
         partnership, joint venture, trust, employee benefit plan or other
         entity or enterprise;


                                       14
<PAGE>


                  (2) "indemnified representative" shall mean any and all
         directors and officers of the corporation and any other person
         specifically designated as an indemnified representative by the board
         of directors of the corporation under these bylaws (which may, but need
         not, include any person serving at the request of the corporation, as a
         director, officer, employee, agent, fiduciary or trustee of another
         corporation, partnership, joint venture, trust, employee benefit plan
         or other entity or enterprise);

                  (3) "liability" means any damage, judgment, amount paid in
         settlement, fine, penalty, punitive damages, excise tax assessed with
         respect to an employee benefit plan, or cost or expense of any nature
         (including, without limitation, attorney's fees and disbursements); and

                  (4) "proceeding" means any threatened, pending or completed
         action, suit, appeal or other proceeding of any nature, whether civil,
         criminal, administrative or investigative, whether formal or informal,
         and whether brought by or in the right of the corporation, a class of
         its security holders or otherwise.

         Section 7.02. Proceedings Initiated by Indemnified Representatives.
Notwithstanding any other provisions of this Article, the corporation shall not
indemnify under this Article an indemnified representative for any liability
incurred in a proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of or
participation in the proceedings is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in office.
This section does not apply to reimbursement of expenses incurred in
successfully prosecuting or defending an arbitration under Section 7.06 of this
Article or otherwise successfully prosecuting or defending the rights of an
indemnified representative granted by or pursuant to this Article.

         Section 7.03. Advancing Expenses. The corporation shall pay the
expenses (including attorney's fees and disbursements) incurred in good faith by
an indemnified representative in advance of the final disposition of a
proceeding described in Section 7.01 or 7.02 of this Article upon receipt of an
undertaking by or on behalf of the indemnified representative to repay such
amount if it shall ultimately be determined pursuant to Section 7.06 of this
Article that such person is not entitled to be indemnified by the corporation
pursuant to this Article. The financial ability of an indemnified representative
to repay in advance shall not be a prerequisite to the making of such advance.

         Section 7.04. Securing of Indemnification Obligations. To further
effect, satisfy or secure the indemnification obligations provided herein or
otherwise, the corporation may maintain insurance, obtain a letter of credit,
act as self-insurer, create a reserve, trust, escrow, cash collateral or other
fund or account, enter into indemnification agreements, pledge or grant a
security interest in any assets or properties of the corporation, or use any
other mechanism or arrangement whatsoever in such amounts, at such costs, and
upon such other terms and conditions as the board of directors shall deem
appropriate. Absent fraud, the determination of the board of directors with
respect to such amounts, costs, terms and conditions shall be conclusive against
all security holders, officers and directors and shall not be subject to
voidability.

         Section 7.05. Payment of Indemnification. An indemnified representative
shall be entitled to indemnification within 30 days after a written request for
indemnification has been delivered to the secretary of the corporation.

         Section 7.06. Arbitration. Any dispute related to the right of
indemnification, contribution or advancement of expenses as provided under this
Article, except with respect to indemnification for liabilities arising under
the Securities Act of 1933 that the corporation has undertaken to submit to a
court for adjudication, shall be decided only by arbitration in the metropolitan
area in which the corporation's executive offices are located, in accordance
with the commercial arbitration rules then in effect of the American Arbitration
Association before a panel of three arbitrators, one of whom shall be selected
by the corporation, the second of whom shall be selected by the indemnified
representative and the third of whom shall be selected by the other two
arbitrators. In the absence of the American Arbitration Association or if for
any reason arbitration under the arbitration rules of the American Arbitration
Association cannot be initiated, or if the arbitrators selected by the
corporation and the indemnified representative cannot agree on the selection of
a third arbitrator within 30 days after such time as the corporation and the
indemnified representative have each been notified of the selection of the
others' arbitrator, the necessary arbitrator or arbitrators shall be selected by


                                       15
<PAGE>

the presiding judge of the court of general jurisdiction in such metropolitan
area. Each arbitrator selected as provided herein is required to be or have been
a director or executive officer or a corporation whose shares of common stock
were listed during at least one year of such service on the New York Stock
Exchange or the American Stock Exchange or quoted on the National Association of
Securities Dealers Automated Quotation System. The party or parties challenging
the right of an indemnified representative to the benefits of this Article shall
have the burden of proof. The corporation shall reimburse an indemnified
representative for the expenses (including attorney's fees and disbursements)
incurred in successfully prosecuting or defending such arbitration. Any award
entered by the arbitrators shall be final, binding and nonappealable and
judgment may be entered thereon by any party in accordance with applicable law
in any court of competent jurisdiction. This arbitration provision shall be
specifically enforceable.

         Section 7.07. Contribution. If the indemnification provided for in this
Article or otherwise is unavailable for any reason, the corporation shall
contribute to the liabilities to which the indemnified representative may be
subject in such proportion as is appropriate to reflect the intent of this
Article or otherwise.

         Section 7.08. Discharge of Duty. An indemnified representative shall be
deemed to have discharged such person's duty to the corporation if he or she has
relied 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:

                  (1) one or more officers or employees of the corporation whom
         the indemnified representative reasonably believes to be reliable and
         competent with respect to the matter presented;

                  (2) legal counsel, public accountants or other persons as to
         matters that the indemnified representative reasonably believes are
         within the person's professional or expert competence; or

                  (3) a committee of the board of directors on which he or she
         does not serve as to matters within its area of designated authority,
         which committee he or she reasonably believes to merit confidence.

         Section 7.09. Contract Rights; Amendment or Repeal. All rights to
indemnification, contribution and advancement of expense under this Article
shall be deemed a contract between the corporation and the indemnified
representative pursuant to which the corporation and each indemnified
representative intend to be legally bound. Any repeal, amendment or modification
hereof shall be prospective only and shall not affect any rights or obligations
then existing.

         Section 7.10. Scope of Articles. The rights granted by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expense may be entitled under any statute,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in an indemnified capacity and as to action in any other capacity. The
indemnification and advancement of expenses provided by or granted pursuant to
this Article shall continue as to a person who has ceased to be an indemnified
representative in respect to matters arising prior to such time, and shall inure
to the benefit of the heirs, executors, administrators and personal
representatives of such a person.

         Section 7.11. Reliance of Provisions. Each person who shall act as an
indemnified representative of the corporation shall be deemed to be doing so in
reliance upon the rights provided by this Article.

         Section 7.12. Interpretation. The provisions of this Article have been
approved and ratified by the shareholders of this corporation and are intended
to constitute bylaws authorized by Section 410F of the Pennsylvania Business
Corporation Law and 42 Pa. C.S. Section 8365 [now references to 15 Pa.C.S.
Section 1746 and 1750].


                                       16
<PAGE>


                                  ARTICLE VIII

                                  Miscellaneous

         Section 8.01. Corporate Seal. The corporation shall have a corporate
seal in the form of a circle containing the name of the corporation, the year of
incorporation and such other details as may be approved by the board of
directors.

         Section 8.02. Checks. All checks, notes, bills of exchange or other
orders in writing shall be signed by such person or persons as the board of
directors or any person authorized by resolution of the board of directors may
from time to time designate.

         Section 8.03.  Contracts.

         (a) General rule. Except as otherwise provided in the Business
Corporation Law in the case of transactions that require action by the
shareholders, the board of directors may authorize any officer or officers,
agent or agents, to enter into any contract or to execute or deliver any
instrument on behalf of the corporation, and such authority may be general or
confined to specific instances.

         (b) Statutory form of execution of instruments. 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 the chairman, the president or 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 in behalf of
the corporation, without prejudice to the rights of the corporation against any
person who shall have executed the instrument in excess of his or her actual
authority.

         Section 8.04.  Interested Directors or Officers; Quorum.

         (a) General rule. A contract or transaction between the corporation and
one or more of its directors or officers or between the corporation and any
other corporation, partnership, joint venture, trust, or other enterprise in
which one or more of its directors or officers are directors or officers, or
have a financial or other interest, shall not be void or voidable solely for
that reason, or solely because the director or officer is present at or
participates in the meeting of the board of directors which authorizes the
contract or transaction, or solely because his, her or their votes are counted
for such purpose, if:

                  (1) The material facts as to the relationship or interest and
         as to the contract or transaction are disclosed or are known to the
         board of directors and the board authorizes the contract or transaction
         by the affirmative votes of a majority of the disinterested directors
         even though the disinterested directors are less than a quorum; or

                  (2) The material facts as to his or her relationship or
         interest and as to the contract or transaction are disclosed or are
         known to the shareholders entitled to vote thereon, and the contract or
         transaction is specifically approved in good faith by vote of those
         shareholders; or

                  (3) The contract or transaction is fair as to the corporation
         as of the time it is authorized, approved or ratified, by the board of
         directors or the shareholders.

         (b) Quorum. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors
which authorizes a contract or transaction specified in subsection (a).

         Section 8.05. Deposits. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies, or other depositaries as the board of directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more officers or employees as the board of directors shall from time to
time designate.


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         Section 8.06.  Corporate Records.

         (a) Required records. The corporation shall keep complete and accurate
books and records of accounts, minutes of the proceedings of the incorporators,
shareholders and directors and a share register giving the names and addresses
of all shareholders and the number and class of shares held by each. The share
register shall be kept at the registered office of the corporation in the
Commonwealth of Pennsylvania or at its principal place of business wherever
situated or at the office of its registrar or transfer agent. Any books, minutes
or other records may be in written form or any other form capable of being
converted into written form within a reasonable time.

         (b) Right of inspection. Every shareholder shall, upon written verified
demand stating the purpose thereof, have a right to examine, in person or by
agent or attorney, during the usual hours for business, for any proper purpose,
the share register, books and records of account, and records of the proceedings
of the incorporators, shareholders and directors and to make copies or extracts
therefrom. A proper purpose shall mean a purpose reasonably related to the
interest of the person as a shareholder. In every instance where an attorney or
other agent is the person who seeks the right of inspection, the demand shall be
accompanied by a verified power of attorney or such other writing that
authorizes the attorney or other agent to so act on behalf of the shareholder.
The demand shall be directed to the corporation at its registered office in the
Commonwealth of Pennsylvania or at its principal place of business, wherever
situated.

         Section 8.07. Amendment of Bylaws. These bylaws may be amended or
repealed, or new bylaws may be adopted, either (i) by vote of the shareholders
in accordance with the articles at any duly organized annual or special meeting
of shareholders, or (ii), with respect to those matters that are not by statute
committed expressly to the shareholders and regardless of whether the
shareholders have previously adopted or approved the bylaw being amended or
repealed, by vote of majority of the board of directors of the corporation in
office at any regular or special meeting of directors. Any change in these
bylaws shall take effect when adopted unless otherwise provided in the
resolution effecting the change. See Section 2.03(b) (relating to notice of
action by shareholders on bylaws).



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