PECO ENERGY COMPANY

                                   B Y L A W S


                                    ARTICLE I

                             Offices and Fiscal Year

         Section  1.01.  Registered   Office.--The   registered  office  of  the
corporation in the Commonwealth of Pennsylvania  shall be at 2301 Market Street,
Philadelphia,  Pennsylvania 19101 until otherwise established by an amendment of
the articles or by the board of  directors  and a record 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 or express mail,  postage  prepaid,  or by
telegram (with  messenger  services  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 transmission telephone 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 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) 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

<PAGE>

announcement at the meeting at which the adjournment is taken,  unless the board
fixes a new record date for the adjourned meeting.

         Section 2.02. Notice of Meetings of the 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
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 to each  shareholder of
record  entitled to vote at the meeting at least ten days prior to the day named
for a meeting called to consider amendment of the articles or adoption of a plan
of merger,  consolidation,  exchange, asset, transfer, division or conversion or
adoption of a proposal of  dissolution,  or five days prior to the day named for
the  meeting in any other  case.  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 a copy of
the proposed amendment or a summary of the changes to be effected thereby.

         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 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 this  subsection,  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.

         (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

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<PAGE>

the  transaction of any business  because the meeting was not lawfully called or
convened.

         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 or other  amendments as do
not enlarge its original purpose.

         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 the 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 a
meeting.

         Section  3.02.  Annual  Meeting.--The  board of  directors  may fix and
designate the date and time of the annual meeting of the shareholders, but if no
such date and time is fixed and  designated  by the board,  the  meeting for any

                                       3
<PAGE>

calendar  year shall be held on the second  Wednesday in April 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 10:30 o'clock a.m.,
and at said meeting the shareholders then 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 the meeting at any
time thereafter.

         Section 3.03. Special  Meetings.--Special  meetings of the shareholders
may be called at any time by resolution of the board of directors, which may fix
the date, time and place of the meeting,  and shall be called as provided in the
terms of the Preferred  Stock. If the board 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 the date of the adoption of
the resolution of the board calling the special meeting.

         Section 3.04.  Quorum and Adjournment.

         (a) General  Rule.--A  meeting of the  shareholders  of the corporation
duly called  shall not be organized  for the  transaction  of business  unless a
quorum is present.  Except as otherwise  provided in the terms of the  Preferred
Stock, the presence of shareholders  entitled to cast at least a majority of the
votes that all  shareholders  are entitled to cast on a 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.

         (b)  Withdrawal  of a  Quorum.--The  shareholders  present  at  a  duly
organized meeting can continue to do business until adjournment  notwithstanding
the 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.

         (d)  Electing  Directors  at  Adjourned  Meeting.--Those   shareholders
entitled to vote who attend a meeting  called for the election of directors that
has been previously adjourned for lack of a quorum,  although less than a quorum
as fixed in this section, shall nevertheless constitute a quorum for the purpose
of electing directors.

         (e) Other Action in Absence of Quorum.--Those  shareholders entitled to
vote who attend a meeting of shareholders that has been previously adjourned for
one or more  periods  aggregating  at least 15 days  because  of an absence of a
quorum, although less than a quorum as fixed in this section, shall nevertheless

                                       4

<PAGE>

constitute  a quorum for the  purpose of acting upon any matter set forth in the
notice of the meeting if the notice  states that those  shareholders  who attend
the adjourned meeting shall nevertheless  constitute a quorum for the purpose of
acting upon the matter.

         Section 3.05. Action by  Shareholders.--Except as otherwise provided in
the  Business  Corporation  Law or the  articles or these  bylaws,  whenever any
corporate  action is to be taken by vote of the shareholders of the corporation,
it shall be  authorized  by a  majority  of the votes  cast at a duly  organized
meeting of  shareholders  by the  holders of shares  entitled  to vote  thereon.
Except as otherwise  provided in the terms of the Preferred Stock or when acting
by unanimous consent to remove a director or directors,  the shareholders of the
corporation may act only at a duly organized meeting. Only such business will be
conducted  at an annual or special  meeting of  shareholders  as shall have been
properly brought before the meeting:  (i) by or at the direction of the Board of
Directors, or (ii) by any shareholder who complies with the procedures set forth
in this section.

         For business to be properly brought before an annual or special meeting
by a  shareholder,  the  shareholder  must have  given to the  secretary  of the
corporation  timely  written  notice of the  shareholder's  intention  to make a
proposal,  in the manner and form prescribed  herein. In addition,  the proposal
must otherwise be lawful and satisfy the  requirements  for inclusion in a proxy
statement  contained in Rule 14a-8 of the Securities and Exchange Commission (or
any similar or successor rule or regulation),  promulgated  under the Securities
Exchange Act of 1934, as amended.

         To be timely, a shareholder's  notice with respect to an annual meeting
of  shareholders  must be addressed to the secretary of the  corporation  at the
principal executive offices of the corporation and received by the secretary not
less than 120 days in advance of the date the corporation's  proxy statement was
released to  shareholders  in connection with the previous year's annual meeting
of  shareholders,  and this  notice  requirement  shall not be  affected  by any
adjournment  of the meeting;  provided,  however,  that if no annual meeting was
held the  previous  year or the date of the annual  meeting has been  changed by
more  than 30  calendar  days  from  the  date  contemplated  at the time of the
previous year's proxy statement,  to be timely,  a shareholder's  notice must be
received  at  least  80 days  prior  to the  date  the  corporation  intends  to
distribute its proxy statement with respect to such meeting.

         To be timely, a shareholder's  notice with respect to a special meeting
of the shareholders must be addressed to the secretary of the corporation at the
principal executive offices of the corporation and received by the secretary not
less than 60 days nor more than 90 days prior to the meeting; provided, however,
that in the event that less than 70 days' notice or prior public  disclosure  of
the  date  of the  meeting  is  given  or made to  shareholders,  notice  by the
shareholder  must be received  not later than the close of business on the tenth
day  following  the day on 

                                       5

<PAGE>

which  notice of the date of the  special  meeting  was  mailed  or such  public
disclosure was made, whichever first occurs.

         The notice must include all the  information  required by Rule 14a-8 of
the  Securities  and Exchange  Commission  (or any similar or successor  rule or
regulation),  promulgated under the Securities Exchange Act of 1934, as amended,
for inclusion of a shareholder proposal in a proxy statement.

         Notwithstanding  anything  in the bylaws to the  contrary,  no business
shall be conducted at any annual or special  meeting  except in accordance  with
the procedures set forth in this section.  The chairman of the annual meeting or
special  meeting  shall,  if the facts  warrant,  determine  and  declare to the
meeting that business was not properly  brought before the meeting in accordance
with the provisions of this section, and if he or she should so determine,  such
business shall not be transacted.

         Section 3.06.  Organization.

         (a)  Chairman  and  Secretary  of  Meeting.--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 chose 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.

         (b) Rules of Conduct.-- The board of directors or the chairman shall be
entitled  to make such  rules or  regulations  for the  conduct of  meetings  of
shareholders as are deemed  necessary,  appropriate or convenient for the proper
conduct of the meeting, including, without limitation, establishing an agenda or
order of business for the meeting, rules and procedures for maintaining order at
the meeting and the safety of those  present,  limitations on  participation  in
such  meeting  to  shareholders  of record  of the  corporation  and their  duly
authorized and constituted proxies, and such other persons as the chairman shall
permit,  restrictions  on entry to the  meeting  after  the time  fixed  for the
commencement  thereof,  limitations on the time allotted to questions or comment
by  participants  and  regulation  of the  opening  and closing of the polls for
balloting  on  matters  which are to be voted on by ballot.  Unless,  and to the
extent  determined  by the board of  directors  or the  chairman of the meeting,
meetings of  shareholders  need not be  conducted  in  accordance  with rules of
parliamentary procedure.

         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.

                                       6

<PAGE>

         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 action by the shareholder.

                  (3) Where 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 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.

         (c)  Expenses.--The  corporation  shall pay the reasonable  expenses of
solicitation of votes or proxies 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:

                                       7

<PAGE>

                  (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 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 this 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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<PAGE>

         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, the  meeting,  which
time,  except  as  otherwise  provided  in the  articles  or 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 fixed shall be
so  entitled  notwithstanding  any  transfer  of  shares  on  the  books  of the
corporation  after any 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,  except that the record date fixed
to  determine  the holders of  Preferred  Stock  entitled  to receive  dividends
thereon shall not precede the respective  dividend  payment date by more than 40
days. 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)  Determining  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 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 the  corporation
may make the information therein available at the meeting by any other means.

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<PAGE>

         (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  share register or transfer book, 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  or
transfer book 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 the meeting or any adjournment thereof. If judges of
election are not so appointed,  the presiding officer of the meeting may, and on
the request of any shareholder shall, appoint judges of election at the meeting.
The number of judges shall be one or three.  A person who is a candidate  for an
office to be filled at the meeting shall not act as a judge.

         (b) Vacancies.--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.

         (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, and 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  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 or of
any  shareholder,  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. 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 

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<PAGE>

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.


                                   ARTICLE IV

                               Board of Directors

         Section 4.01.  Powers.

         (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.--

                  (1) A director  shall not be personally  liable,  as such, for
         monetary  damages  for any  action  taken,  or any  failure to take any
         action, unless:

                           (i) the  director  has  breached or failed to perform
                  the duties of his or her office  under 15 Pa.C.S.  ss.ss.  511
                  and 1721 and 42 Pa.C.S. ss. 8363; and

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

                  (2) The  provisions  of  paragraph  (1) 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.

         Section 4.02.  Qualifications and Selection of Directors.

         (a)  Qualifications.--Each  director  of  the  corporation  shall  be a
natural  person of full age who need not be a resident  of the  Commonwealth  of
Pennsylvania or a shareholder of the corporation.

         (b) Notice of Certain Nominations  Required.--Nominations  for election
of directors may be made by any shareholder entitled to vote for the election of
directors  if written  notice  (the  "Notice")  of the  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 in
this section.  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;  except 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 

                                       11

<PAGE>

prior to the meeting.  In lieu of delivery to the  secretary,  the Notice may be
mailed to the secretary by certified mail, return receipt  requested,  but shall
be deemed to have been given only upon  actual  receipt  by the  secretary.  The
requirements  of this  subsection  shall not apply to a nomination for directors
made to the shareholders by the board of directors.

         (c)  Contents  of  Notice.--The  Notice  shall be in writing  and shall
contain or be accompanied by:

                  (1)  the  name  and  residence   address  of  the   nominating
         shareholder;

                  (2) a  representation  that the  shareholder  is a  holder  of
         record of voting  stock of the  corporation  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 the  nomination  or
         nominations are to be made by the shareholder; and

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

         (d)  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 procedures of
this  section  and, in such event,  the  nomination  shall be  disregarded.  Any
decision by the chairman of the meeting  made in good faith shall be  conclusive
and binding upon all shareholders of the corporation for any purpose.

         (e)  Election  of  Directors.--Except  as  otherwise  provided in 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 voting begins. The
candidates  receiving  the  highest  number of votes from 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.

                                       12

<PAGE>

         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 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
has been selected and qualified or until his or her earlier  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)  Resignation.--Any  director  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 shall be specified in
the notice of resignation.

         (d) Classified Board of  Directors.--The  directors shall be classified
in respect to 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) Except as otherwise provided in the terms of the Preferred
         Stock or in the  articles,  the  members of each class shall be elected
         for a period of three years.

         Section 4.04.  Vacancies.

         (a) General  Rule.--Except  as  otherwise  provided in the terms of the
Preferred  Stock,  vacancies  in the  board of  directors,  including  vacancies
resulting  from an  increase  in the  number  of  directors,  may be filled by a
majority vote of the  remaining  members of the board though less than a quorum,
or by a sole remaining director, and each person so selected shall be a director
to serve until the next  selection of the class for which such director has been
chosen,  and until a successor  has been  selected and qualified or until his or
her earlier 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 Shareholders.--The entire board of directors, or any
class of the board,  or any  individual  director  may be removed from office by
vote 

                                       13

<PAGE>

of the  shareholders  entitled to vote thereon only for cause. In case the board
or a class  of the  board  or any  one or more  directors  are so  removed,  new
directors may be elected at the same  meeting.  The repeal of a provision of the
articles or bylaws  prohibiting,  or the addition of a provision to the articles
or bylaws  permitting,  the removal by the shareholders of the board, a class of
the board or a  director  without  assigning  any  cause  shall not apply to any
incumbent  director  during the balance of the term for which the  director  was
selected.

         (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  Meetings.--Meetings  of the board of directors
may be held at such place within or without the  Commonwealth of Pennsylvania as
the board of directors  may from time to time appoint or as may be designated in
the notice of the meeting.

         Section 4.07.  Organization of Meetings.--At every meeting of the board
of directors,  the chairman of the board,  if there be one, or, in the case of a
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 the 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  of the
corporation  shall be necessary to  constitute a quorum for the  transaction  of
business  and 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.

                                       14

<PAGE>

         (c) Notation of Dissent.--A director 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
unless his or her dissent is entered in the minutes of the meeting or unless the
director files a 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 4.11.  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 any 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 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
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 "board of directors" or "board,"
when used in any  provision  of these  bylaws  relating to the  organization  or
procedures of 

                                       15

<PAGE>

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.

         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.


                                    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
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 vice  chairman  of the board who shall be
officers  of the  corporation.  Any  number of  offices  may be held by the same
person.

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

         Section 5.02.  Election, Term of Office and Resignations.

         (a)  Election  and Term of  Office.--The  officers of the  corporation,
except those elected by delegated  authority  pursuant to Section 5.03, shall be
elected by the board of  directors,  and each such officer  shall hold office at
the discretion of the board until his or her death,  resignation or removal with
or without cause.

         (b)  Resignations.--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.

         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

                                       16

<PAGE>

prescribe  the authority and duties of such  subordinate  officers,  committees,
employees or other agents.

         Section 5.04. Removal of Officers and Agents.--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  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.

         (a)  General  Rule.--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.

         (b)  Chief  Executive   Officer--The  chairman  of  the  board  or  the
president,  as  designated  from  time to time by  resolution  of the  board  of
directors, shall be the chief executive officer of the corporation.

         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 the 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.

         Section  5.08.  The   President.--The   president  shall  have  general
supervision  over  the  business  and  operations  of the  corporation,  subject
however,  to the control of the board of  directors  and, if the chairman of the
board is the chief  executive  officer of the  corporation,  the chairman of the
board. 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 by 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  and, if
the chairman of the board is the chief executive officer of the corporation, the
chairman of the board.

                                       17

<PAGE>

         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
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 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.

                                       18

<PAGE>

                                   ARTICLE VI

                      Certificates of Stock, Transfer, Etc.

         Section 6.01.  Share Certificates.

         (a) Form of  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.  Certificates for shares of the corporation shall set forth upon the
face or back of the  certificate  (or  shall  state  on the  face or back of the
certificate  that the corporation  will furnish to any shareholder  upon request
and without charge),  a full or summary  statement of the  designations,  voting
rights, preferences,  limitations and special rights of the shares of each class
or series  authorized to be issued so far as they have been fixed and determined
and  the  authority  of  the  board  of  directors  to  fix  and  determine  the
designations, voting rights, preferences,  limitations and special rights of the
classes and series of shares of the corporation.

         (b) Share  Register.--The  share  register or transfer  books and blank
share  certificates  shall be kept by the treasurer or by any transfer  agent 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  executed in such manner as the
board of directors shall determine.

         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.  ss.ss. 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 officers of
the  corporation  may,  in  their   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 such officers shall so 

                                       19

<PAGE>

determine,  the  deposit  of a bond in such form and in such sum,  and with such
surety or sureties, as any of them may direct.


                                   ARTICLE VII

                   Indemnification of Directors, Officers and
                        Other Authorized Representatives

         Section 7.01.  Scope of Indemnification.

         (a) General  Rule.--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:

                  (1) where such  indemnification  is  expressly  prohibited  by
         applicable law;

                  (2) where the conduct of the  indemnified  representative  has
         been finally determined pursuant to Section 7.06 or otherwise:

                           (i) to constitute  willful misconduct or recklessness
                  within the meaning of 15 Pa.C.S. ss.ss. 513(b) and 1746(b) and
                  42 Pa.C.S.  ss.  8365(b) or any  superseding  provision of law
                  sufficient in the circumstances to bar indemnification against
                  liabilities arising from the conduct; or

                           (ii) to be based upon or  attributable to the receipt
                  by the  indemnified  representative  from the corporation of a
                  personal  benefit to which the indemnified  representative  is
                  not legally entitled; or

                  (3)  to the  extent  such  indemnification  has  been  finally
         determined  in a final  adjudication  pursuant  to  Section  7.06 to be
         otherwise unlawful.

         (b) Partial  Payment.--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) Presumption.--The  termination of a 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 indemnified  representative is
not entitled to indemnification.

                                       20
<PAGE>

         (d) Definitions.--For purposes of this Article:

                  (1) "indemnified capacity" means 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;

                  (2) "indemnified  representative"  means any and all directors
         and  officers of the  corporation  any other  person  designated  as an
         indemnified representative by the board of directors of the corporation
         (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, attorneys' 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  provision  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 proceeding 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 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 attorneys' 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 the initiation of or  participation  in
which is authorized  pursuant to Section 7.02 upon receipt of an  undertaking by
or on  behalf of the  indemnified  representative  to repay the  amount if it is
ultimately  determined pursuant to Section 7.06 that such person is not entitled
to be indemnified  by the  corporation  pursuant to this Article.  The financial
ability of an  indemnified  

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<PAGE>

representative  to repay an 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.

         (a) General Rule.--Any dispute related to the right to 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  principal  executive  offices of the  corporation  are located at the
time, 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,  and if one of the parties fails or
refuses to select an arbitrator or the  arbitrators  selected by the corporation
and the  indemnified  representative  cannot agree on the selection of the third
arbitrator within 30 days after such time as the corporation and the indemnified
representative  have  each  been  notified  of  the  selection  of  the  other's
arbitrator,  the necessary  arbitrator or  arbitrators  shall be selected by the
presiding judge of the court of general jurisdiction in such metropolitan area.

         (b)  Qualifications  of   Arbitrators.--Each   arbitrator  selected  as
provided  herein is required to be or have been a director or executive  officer
of 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
Quotations System.

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<PAGE>

         (c) Burden of Proof.--The party or parties  challenging the right of an
indemnified representative to the benefits of this Article shall have the burden
of proof.

         (d)   Expenses.--The   corporation   shall   reimburse  an  indemnified
representative  for the expenses  (including  attorneys' fees and disbursements)
incurred in successfully prosecuting or defending such arbitration.

         (e)  Effect.--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,  except
that the  corporation  shall be entitled to  interpose  as a defense in any such
judicial enforcement  proceeding any prior final judicial  determination adverse
to the indemnified  representative  under Section 7.01(a)(2) in a proceeding not
directly  involving   indemnification   under  this  Article.  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 in respect of any
liability  or  portion  thereof,   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.  Mandatory   Indemnification  of  Directors,   Officers,
Etc.--To the extent that an authorized  representative  of the  corporation  has
been  successful  on the merits or otherwise  in defense of any action,  suit or
proceeding  referred to in Section 1741 or 1742 of the Business  Corporation Law
or in  defense of any  claim,  issue or matter  therein,  such  person  shall be
indemnified  against  expenses  (including  attorneys'  fees and  disbursements)
actually and reasonably incurred by such person in connection therewith.

         Section 7.09.  Contract Rights;  Amendment or Repeal.--All rights 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  Article.--The  rights  granted by this Article
shall  not be  deemed  exclusive  of any other  rights  to which  those  seeking
indemnification,  contribution  or advancement of expenses 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,  contribution 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 of matters arising
prior to such time,  and shall  inure to the  benefit  of the heirs,  executors,
administrators and person representatives of such a person.

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<PAGE>

         Section 7.11. Reliance on 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  are
intended to constitute bylaws  authorized by 15 Pa.C.S.  ss.ss. 513 and 1746 and
42 Pa.C.S. ss. 8365.


                                  ARTICLE VIII

                                Emergency Bylaws

         Section  8.01.  Scope of  Article.--This  Article  shall be  applicable
during any emergency  resulting from a catastrophe as a result of which a quorum
of the board of  directors  cannot  readily be  assembled.  To the extent not in
conflict  with this  Article,  these bylaws  shall  remain in effect  during the
emergency.

         Section 8.02.  Special Meetings of the Board.--A special meeting of the
board of directors may be called by any director by means feasible at the time.

         Section 8.03.  Emergency Committee of the Board.

         (a) Composition.--The emergency committee of the board shall consist of
nine persons  standing  highest on the following list who are available and able
to act:

         Members of the board of directors.
         President.
         The individual who, immediately prior to the emergency, was the
            senior officer in charge of nuclear operations.
         The individual who, immediately prior to the emergency, was the
            senior officer in charge of other operations.
         The individual who, immediately prior to the emergency, was the
            senior officer in charge of finance operations.
         Other officers.

Where  more  than  one  person  holds  any of the  listed  ranks,  the  order of
precedence  shall be  determined  by length of time in rank.  Each member of the
emergency  committee thus constituted shall continue to act until replaced by an
individual  standing higher on the list. The emergency  committee shall continue
to act until a quorum of the board of directors is available and able to act. If
the corporation has no directors,  the emergency committee shall cause a special
meeting of  shareholders  for the election of directors to be called and held as
soon as practicable.

         (b) Powers.--The emergency committee shall have and may exercise all of
the powers and authority of the board of directors,  including the power to fill
a  vacancy  in any  office  of  the  corporation  or to  designate  a  temporary
replacement 

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<PAGE>

for any officer of the corporation  who is  unavailable,  but shall not have the
power to fill vacancies in the board of directors.

         (c)  Quorum.--A  majority of the members of the emergency  committee in
office shall constitute a quorum.

         (d)  Status.--Each  member  of  the  emergency  committee  who is not a
director  shall  during his or her service as such be entitled to the rights and
immunities conferred by law, the articles and these bylaws upon directors of the
corporation  and upon persons  acting in good faith as a  representative  of the
corporation during an emergency.


                                   ARTICLE IX

                                  Miscellaneous

         Section 9.01. 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 9.02.  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 9.03.  Contracts.--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 agent 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.

         Section 9.04.  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
another 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  that  authorizes  the  contract  or
transaction,  or solely  because  his,  her or their  votes are counted for that
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;

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<PAGE>

                  (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 which  authorizes
a contract or transaction specified in subsection (a).

         Section  9.05.   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  depositories 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 determine.

         Section 9.06.  Corporate Records.

         (a) Required Records.--The corporation shall keep complete and accurate
books and records of account,  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 either 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 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 9.07.  Amendment of Bylaws.

         (a) General Rule.--Except as otherwise provided in the express terms of
any series of the shares of the corporation:

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<PAGE>

                  (1) The  shareholders  shall have the power to amend or repeal
         these  bylaws,  or to adopt new bylaws,  only with the  approval of the
         board  of  directors.  A  direction  by the  board  that a  shareholder
         proposal  with  respect  to  the  bylaws  shall  be  submitted  to  the
         shareholders  for action  thereon,  or the sufferance by the board that
         such a proposal shall be so submitted, shall not constitute approval by
         the board of directors of the amendment, repeal or new bylaws.

                  (2) These bylaws may be amended or repealed, or new bylaws may
         be  adopted,  by vote of a majority  of the board of  directors  of the
         corporation  in office at any  regular  special  meeting of  directors,
         including in circumstances otherwise reserved by statute exclusively to
         the  shareholders,  the board of  directors of the  corporation  having
         under the articles of incorporation the full authority conferred by law
         upon the  shareholders  of the  corporation  to adopt,  amend or repeal
         these bylaws.  Any bylaw  adopted by the board of directors  under this
         paragraph shall be consistent with the articles of incorporation.

         (b) Effective  Date.--Any change in these bylaws shall take effect when
adopted unless otherwise provided in the resolution effecting the change.















As adopted February 26, 1990 and amended January 26, 1998.


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