AMENDED AND RESTATED BYLAWS
                                       OF
                               KNBT BANCORP, INC.

                                    ARTICLE I
                                     OFFICES

         1.1 Registered  Office and Registered  Agent. The registered  office of
KNBT  Bancorp,  Inc.  ("Corporation")  shall be located in the  Commonwealth  of
Pennsylvania  at such  place as may be fixed  from  time to time by the Board of
Directors  upon  filing  of such  notices  as may be  required  by law,  and the
registered  agent shall have a business  office  identical with such  registered
office.

         1.2 Other  Offices.  The  Corporation  may have other offices within or
outside the Commonwealth of Pennsylvania at such place or places as the Board of
Directors may from time to time determine.


                                   ARTICLE II
                             SHAREHOLDERS' MEETINGS

         2.1 Place of Meetings.  All meetings of the shareholders  shall be held
at such place within or outside the  Commonwealth  of  Pennsylvania  as shall be
determined by the Board of Directors.

         2.2 Annual  Meetings.  The annual meeting of the  shareholders  for the
election of  directors  and for the  transaction  of such other  business as may
properly  come before the meeting  shall be held each year on such date and time
as may be  determined by the Board of Directors and stated in the notice of such
meeting.

         2.3 Organization and Conduct. Each meeting of the shareholders shall be
presided  over by the  President,  or if the  President is not  present,  by the
Chairman of the Board or any  Executive  Vice  President or such other person as
the  directors may  determine.  The  Secretary,  or in his absence any Assistant
Secretary or temporary Secretary,  shall act as secretary of each meeting of the
shareholders.  In the  absence of the  Secretary,  Assistant  Secretary  and any
temporary Secretary,  the chairman of the meeting may appoint any person present
to  act as  secretary  of the  meeting.  The  chairman  of  any  meeting  of the
shareholders,  unless  prescribed  by law or  regulation  or unless the Board of
Directors has otherwise  determined,  shall  determine the order of the business
and the  procedure at the meeting,  including  such  regulation of the manner of
voting and the conduct of discussions  as shall be deemed  appropriate by him in
his sole discretion.

         2.4      Notice.


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         (a) Written notice of every meeting of shareholders  shall be given by,
or at the  direction of, the Secretary of the  Corporation  or other  authorized
person to each  shareholder  of record  entitled to vote at the meeting at least
(i) ten  days  prior  to the day  named  for a  meeting  that  will  consider  a
fundamental change under Chapter 19 of the Pennsylvania Business Corporation Law
("BCL"),  or any successor thereto, or (ii) five days prior to the day named for
a meeting in any other case. A notice of meeting  shall  specify the place,  day
and hour of the  meeting,  and in the case of a  special  meeting,  the  general
nature  of  the  business  to be  transacted  thereat,  as  well  as  any  other
information required by law.

         (b) When a  meeting  of  shareholders  is  adjourned,  it shall  not be
necessary to give any notice of the  adjourned  meeting or of the business to be
transacted at an adjourned meeting, other than by announcement at the meeting at
which the adjournment is taken, unless the Board of Directors fixes a new record
date for the  adjourned  meeting or notice of the business to be  transacted  is
required to be given by applicable  law and such notice  previously has not been
given.

         2.5 Record  Date.  The Board of  Directors  may fix in advance a record
date for the  purpose of  determining  shareholders  entitled to notice of or to
vote at any meeting of shareholders, or any adjournment thereof, such date to be
not more  than 90 days and not less  than (i) ten days in the case of a  meeting
that will  consider a  fundamental  change  under  Chapter 19 of the BCL, or any
successor  thereto,  or (ii) five  days in the case of a  meeting  for any other
purpose, prior to the date of the meeting established by the Board of Directors.

         2.6 Voting  List.  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 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.

         2.7      Quorum.  Except as otherwise required by law:

         (a) The presence of  shareholders  entitled to vote at least a majority
of the votes that all shareholders  are entitled to cast on a particular  matter
to be acted upon at a meeting of shareholders  shall constitute a quorum for the
purposes of consideration and action on the matter.

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


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         2.8      Voting of Shares.

         (a) Except as otherwise  provided in these Bylaws or to the extent that
voting rights of the shares of any class or classes are limited or denied by the
Articles of Incorporation,  each shareholder, on each matter submitted to a vote
at a  meeting  of  shareholders,  shall  have one  vote for each  share of stock
registered in his name on the books of the Corporation.


         (b) Except as otherwise provided by law, the Corporation's  Articles of
Incorporation  or paragraph (c) of this Section 2.8, any corporate  action to be
taken by vote of the  shareholders  of the  Corporation  shall be  authorized by
receiving  the  affirmative  vote  of a  majority  of  the  votes  cast  by  all
shareholders  entitled to vote thereon and, if any  shareholders are entitled to
vote thereon as a class,  upon receiving the  affirmative  vote of a majority of
the votes cast by shareholders entitled to vote as a class.

         (c)  Directors  are to be elected by a  plurality  of votes cast by the
shares  entitled  to vote in the  election  at a  meeting  at which a quorum  is
present.  If, at any meeting of the shareholders,  due to a vacancy or vacancies
or otherwise,  directors of more than one class of the Board of Directors are to
be  elected,  each class of  directors  to be elected  at the  meeting  shall be
elected in a separate election by a plurality vote.

         2.9  Proxies.  Every  shareholder  entitled  to  vote at a  meeting  of
shareholders  may  authorize  another  person  to act for  him by a  proxy  duly
executed by the  shareholder or his duly  authorized  attorney-in-fact.  Without
limiting  the manner in which a  shareholder  may  authorize  another  person or
persons to act for him as proxy,  a shareholder  may grant such authority in the
manner specified in Section 1759(b) of the BCL (or any successor  thereto).  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 for all purposes. No proxy shall be valid after three years from the
date of execution unless a longer time is expressly provided therein.

         2.10     Shareholder Proposals.

         (a) At an annual meeting of shareholders,  only such new business shall
be conducted,  and only such  proposals  shall be acted upon, as shall have been
brought  before the annual  meeting by, or at the direction of, (a) the Board of
Directors or (b) any  shareholder of the  Corporation  who complies with all the
requirements set forth in this Section 2.10.


         (b)  Proposals,  other than those  made by or at the  direction  of the
Board of  Directors,  shall be made  pursuant to timely notice in writing to the
Secretary of the  Corporation as set forth in this Section 2.10. For shareholder
proposals to be included in the Corporation's  proxy materials,  the shareholder
must comply with all the timing and informational  requirements of Rule 14a-8 of
the  Securities  Exchange  Act of 1934,  as  amended  ("Exchange  Act")  (or any
successor  regulation),  whether  or  not  the  Corporation's  common  stock  is
registered  under the Exchange Act. With respect to shareholder  proposals to be


                                      -3-


<PAGE>


considered  at the  annual  meeting  of  shareholders  but not  included  in the
Corporation's proxy materials,  the shareholder notice shall be delivered to, or
mailed and received at, the principal  executive  offices of the Corporation not
later than (x) 120 days prior to the anniversary  date of the initial mailing of
proxy  materials or of a notice of the meeting by the  Corporation in connection
with the immediately preceding annual meeting of shareholders of the Corporation
or (y),  with  respect  to the  first  annual  meeting  of  shareholders  of the
Corporation, which is expected to be held in April 2004, notice must be provided
by December  15,  2003.  Such  shareholder's  notice  shall set forth as to each
matter  the  shareholder  proposes  to bring  before the  annual  meeting  (1) a
description of the proposal  desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (2) the name and
address, as they appear on the Corporation's books, of the shareholder proposing
such  business and, to the extent known,  any other  shareholders  known by such
shareholder to be supporting  such proposal,  (3) the class and number of shares
of the Corporation's  stock which are Beneficially  Owned (as defined in Section
3.12 (d) hereof) by the shareholder  submitting the notice, by any Person who is
Acting in Concert with or who is an  Affiliate or Associate of such  shareholder
(as such  capitalized  terms are  defined in Section  3.12 (d)  hereof),  by any
Person who is a member of any group with such  shareholder  with  respect to the
Corporation  stock or who is known by such  shareholder  to be  supporting  such
proposal on the date the notice is given to the Corporation,  and by each Person
who is in control of, is  controlled  by or is under common  control with any of
the  foregoing  Persons  (if  any of the  foregoing  Persons  is a  partnership,
corporation,  limited liability company, association or trust, information shall
be  provided  regarding  the name and  address  of,  and the class and number of
shares of Corporation stock which are Beneficially  Owned (as defined in Section
3.12(d) hereof) by, each partner in such partnership,  each director,  executive
officer  and  shareholder  in such  corporation,  each  member  in such  limited
liability  company or  association,  and each  trustee and  beneficiary  of such
trust,  and in each case each Person  controlling  such entity and each partner,
director, executive officer, shareholder,  member or trustee of any entity which
is ultimately in control of such  partnership,  corporation,  limited  liability
company, association or trust), (4) the identification of any person retained or
to be compensated  by the  shareholder  submitting  the proposal,  or any person
acting  on his or her  behalf,  to  make  solicitations  or  recommendations  to
shareholders  for the purpose of assisting in the passage of such proposal and a
brief  description of the terms of such employment,  retainer or arrangement for
compensation, and (5) any material interest of the shareholder in such business.


         (c) The Board of  Directors  may reject any  shareholder  proposal  not
timely made in  accordance  with the terms of this Section 2.10. If the Board of
Directors,  or a designated  committee  thereof or other authorized  individual,
determines  that the  information  provided in a  shareholder's  notice does not
satisfy  the  information  requirements  of this  Section  2.10 in any  material
respect, the Secretary of the Corporation or a duly authorized representative of
the Corporation  shall promptly notify such shareholder of the deficiency in the
notice.  The  shareholder  shall have an  opportunity  to cure the deficiency by
providing additional information to the Secretary within such period of time not
to  exceed  five  days  from the date  such  deficiency  notice  is given to the
shareholder  as the Board of  Directors or such  committee  or other  authorized
individual  shall  reasonably  determine.  If the deficiency is not cured within


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such period,  or if the Board of Directors or such committee or other authorized
individual   determines  that  the  additional   information   provided  by  the
shareholder, together with information previously provided, does not satisfy the
requirements  of this Section 2.10 in any  material  respect,  then the Board of
Directors  may  reject  such  shareholder's   proposal.  The  Secretary  of  the
Corporation or a duly authorized  representative of the Corporation shall notify
a shareholder in writing  whether his proposal has been made in accordance  with
the time and  informational  requirements of this Section 2.10.  Notwithstanding
the  procedures set forth in this  paragraph,  if neither the Board of Directors
nor such committee or other  authorized  individual  makes a determination as to
the validity of any shareholder  proposal,  the presiding  officer of the annual
meeting  shall   determine  and  declare  at  the  annual  meeting  whether  the
shareholder proposal was made in accordance with the terms of this Section 2.10.
If the presiding  officer  determines  that a  shareholder  proposal was made in
accordance  with the terms of this  Section  2.10,  he shall so  declare  at the
annual meeting and ballots shall be provided for use at the meeting with respect
to any such proposal.  If the presiding  officer  determines  that a shareholder
proposal  was not made in  accordance  with the terms of this Section  2.10,  he
shall so declare at the annual  meeting and any such proposal shall not be acted
upon at the annual meeting.

         (d) This provision shall not prevent the  consideration and approval or
disapproval  at the  annual  meeting  of  reports  of  officers,  directors  and
committees of the Board of Directors,  but in connection  with such reports,  no
new business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.

         2.11     Judges of Election.

         (a) For each  meeting  of  shareholders,  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 office to be filled at the meeting
shall not act as a judge.

         (b) 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 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.


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<PAGE>


                                   ARTICLE III
                               BOARD OF DIRECTORS

         3.1 Number and Powers. The business affairs of the Corporation shall be
managed  under the direction of a Board of Directors of not less than 9 nor more
than 25,  as set from  time to time by  resolution  of the  Board of  Directors.
Directors  need  not  be  shareholders  or  residents  of  the  Commonwealth  of
Pennsylvania. In addition to the powers and authorities expressly conferred upon
it by these  Bylaws and the  Articles of  Incorporation,  all such powers of the
Corporation  as  are  not  by  statute  or  by  the  Corporation's  Articles  of
Incorporation or by these Bylaws directed or required to be exercised or done by
the  shareholders,  may be exercised  by or under the  authority of the Board of
Directors.


         3.2 Classification,  Terms and  Qualifications.  The classification and
terms of the directors  shall be as set forth in the  Corporation's  Articles of
Incorporation,  which provisions are incorporated herein with the same effect as
if they were set  forth  herein.  No  person  shall be  eligible  for  election,
reelection,  appointment  or  reappointment  to the Board of  Directors  if such
person is 75 years of age or older.

         3.3 Vacancies.  All vacancies on the Board of Directors shall be filled
in the manner provided in the  Corporation's  Articles of  Incorporation,  which
provisions  are  incorporated  herein  with the same  effect as if they were set
forth herein.

         3.4  Removal  of  Directors.  Directors  may be  removed  in the manner
provided in the Corporation's  Articles of  Incorporation,  which provisions are
incorporated herein with the same effect as if they were set forth herein.

         3.5 Regular Meetings. Regular meetings of the Board of Directors or any
committee may be held without  notice at the principal  place of business of the
Corporation  or at such other  place or  places,  either  within or outside  the
Commonwealth of  Pennsylvania,  as the Board of Directors or such committee,  as
the case may be, may from time to time  appoint or as may be  designated  in the
notice of the meeting. A regular meeting of the Board of Directors shall be held
without notice immediately after the annual meeting of shareholders.

         3.6  Special Meetings.

                  (a) Special  meetings of the Board of Directors  may be called
at any time by the Chairman of the Board,  the President or by a majority of the
authorized number of directors, to be held at the principal place of business of
the  Corporation  or at such other place or places as the Board of  Directors or
the person or persons  calling  such  meeting  may from time to time  designate.
Notice of all special  meetings of the Board of Directors shall be given to each
director  at least  twenty-four  (24) hours  prior to such  meeting if notice is
given in person or by telephone, telegraph, telex, facsimile or other electronic
transmission and at least five (5) days prior to such meeting if notice is given
in writing and delivered by courier or by postage prepaid mail. Such notice need
not specify the business to be  transacted  at, nor the purpose of, the meeting.
Any director may waive  notice of any meeting by  submitting a signed  waiver of


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<PAGE>


notice with the Secretary,  whether before or after the meeting.  The attendance
of a director at a meeting shall  constitute a waiver of notice of such meeting,
except where a director  attends a meeting for the express  purpose of objecting
at the beginning of the meeting to the  transaction of any business  because the
meeting is not lawfully called or convened.

                  (b)  Special  meetings of any  committee  may be called at any
time by such person or persons and with such  notice as shall be  specified  for
such  committee  by  the  Board  of  Directors,   or  in  the  absence  of  such
specification,  in the manner and with the notice required for special  meetings
of the Board of Directors.


         3.7  Action  of  Directors  by  Communications  Equipment.  One or more
persons may participate in a meeting of directors, or of a committee thereof, by
means of a conference telephone or similar communications  equipment by means of
which all persons participating in the meeting can hear each other.

         3.8  Quorum of and  Action by  Directors.  A  majority  of the Board of
Directors  then in office shall be  necessary  at all  meetings 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.  Every director of the Corporation  shall be
entitled to one vote.

         3.9 Registering  Dissent. A director who is present at a meeting of the
Board of  Directors  or of a committee  thereof,  at which action on a corporate
matter is taken on which the  director is generally  competent to act,  shall be
presumed to have  assented  to such action  unless his dissent is entered in the
minutes of the  meeting,  or unless he files his written  dissent to such action
with the person  acting as the secretary of the meeting  before the  adjournment
thereof,  or unless he delivers  his dissent in writing to the  Secretary of the
Corporation  immediately  after the  adjournment  of the meeting.  Such right to
dissent shall not apply to a director who voted in favor of such action.

         3.10 Action by  Directors  Without a Meeting.  Any action  which may be
taken at a meeting of the  directors,  or of a committee  thereof,  may be taken
without a meeting if, prior or subsequent  to the action,  a consent or consents
in writing,  setting forth the action so taken or to be taken,  is signed by all
of the directors in office,  or by all of the members of the  committee,  as the
case may be, and filed with the Secretary of the Corporation. Such consent shall
have the same effect as a unanimous vote.

         3.11  Compensation of Directors.  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.

         3.12     Nominations of Directors.


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<PAGE>


         (a)  Nominations  of candidates for election as directors at any annual
meeting of  shareholders  may be made (1) by, or at the direction of, a majority
of the Board of  Directors  or (2) by any  shareholder  entitled to vote at such
annual  meeting.  Only persons  nominated in accordance  with the procedures set
forth in this  Section  3.12 shall be eligible  for  election as directors at an
annual  meeting.  Ballots  bearing  the names of all the  persons  who have been
nominated for election as directors at an annual meeting in accordance  with the
procedures  set forth in this  Section  3.12  shall be  provided  for use at the
annual meeting.


         (b)  Nominations,  other than those made by or at the  direction of the
Board of  Directors,  shall be made  pursuant to timely notice in writing to the
Secretary of the Corporation as set forth in this Section 3.12. To be timely,  a
shareholder's  notice  shall be  delivered  to, or mailed and  received  at, the
principal executive offices of the Corporation not later than (x) 120 days prior
to the anniversary date of the initial mailing of proxy materials or a notice of
the meeting by the  Corporation  in connection  with the  immediately  preceding
annual meeting of  shareholders  of the  Corporation or (y), with respect to the
first annual meeting of shareholders of the Corporation, which is expected to be
held in  April  2004,  notice  must be  provided  by  December  15,  2003.  Such
shareholder's  notice shall set forth (1) the name,  age,  business  address and
residence  address of the  shareholder who intends to make the nomination and of
the  person  or  persons  to be  nominated;  (2)  the  principal  occupation  or
employment  of the  shareholder  submitting  the notice and of each person being
nominated;  (3) the class and number of shares of the Corporation's  stock which
are Beneficially Owned (as defined in Section 3.12(d) hereof) by the shareholder
submitting the notice,  by any Person who is Acting in Concert with or who is an
Affiliate  or  Associate  of such  shareholder  (as such  capitalized  terms are
defined in Section 3.12(d)  hereof),  by any Person who is a member of any group
with such shareholder  with respect to the Corporation  stock or who is known by
such  shareholder  to be  supporting  such  nominee(s) on the date the notice is
given to the Corporation, by each person being nominated, and by each Person who
is in control of, is  controlled  by or is under common  control with any of the
foregoing   Persons  (if  any  of  the  foregoing   Persons  is  a  partnership,
corporation,  limited liability company, association or trust, information shall
be  provided  regarding  the name and  address  of,  and the class and number of
shares of  Corporation  stock which are  Beneficially  Owned by, each partner in
such  partnership,  each  director,  executive  officer and  shareholder in such
corporation,  each member in such limited liability company or association,  and
each  trustee  and  beneficiary  of such  trust,  and in each case  each  Person
controlling  such  entity  and  each  partner,   director,   executive  officer,
shareholder,  member or trustee of any entity which is  ultimately in control of
such partnership, corporation, limited liability company, association or trust);
(4) a representation that the shareholder is and will continue to be a holder of
record of stock of the Corporation  entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (5) a description of all arrangements or understandings
between 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; (6) such other information regarding the shareholder
submitting the notice,  each nominee  proposed by such shareholder and any other
Person  covered  by clause  (3) of this  paragraph  as would be  required  to be
included  in a  proxy


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<PAGE>


statement  filed  pursuant to the proxy  rules of the  Securities  and  Exchange
Commission,  whether or not the  Corporation's  common stock is registered under
the Exchange  Act; and (7) the consent of each nominee to serve as a director of
the  Corporation  if so elected.  At the request of the Board of Directors,  any
person  nominated  by, or at the  direction  of,  the Board  for  election  as a
director at an annual meeting shall furnish to the Secretary of the  Corporation
that  information  required  to  be  set  forth  in a  shareholder's  notice  of
nomination which pertains to the nominee.


         (c) The Board of Directors  may reject any  nomination by a shareholder
not timely made in accordance with the requirements of this Section 3.12. If the
Board of  Directors,  or a  designated  committee  thereof  or other  authorized
individual,  determines that the information  provided in a shareholder's notice
does not satisfy the  informational  requirements  of this  Section  3.12 in any
material  respect,  the  Secretary  of  the  Corporation  or a  duly  authorized
representative  of the Corporation shall promptly notify such shareholder of the
deficiency in the notice.  The shareholder shall have an opportunity to cure the
deficiency by providing  additional  information  to the  Secretary  within such
period of time, not to exceed five days from the date such deficiency  notice is
given to the  shareholder,  as the Board of Directors or such committee or other
authorized individual shall reasonably determine. If the deficiency is not cured
within such  period,  or if the Board of  Directors  or such  committee or other
authorized  individual  reasonably  determines  that the additional  information
provided by the shareholder, together with information previously provided, does
not satisfy the requirements of this Section 3.12 in any material respect,  then
the Board of Directors may reject such shareholder's  nomination.  The Secretary
of the Corporation or a duly authorized  representative of the Corporation shall
notify a  shareholder  in  writing  whether  his  nomination  has  been  made in
accordance  with the time and  informational  requirements of this Section 3.12.
Notwithstanding the procedures set forth in this paragraph, if neither the Board
of  Directors  nor  such  committee  or  other  authorized  individual  makes  a
determination  as to the  validity  of any  nominations  by a  shareholder,  the
presiding  officer of the annual  meeting  shall  determine  and  declare at the
annual meeting  whether the nomination was made in accordance  with the terms of
this Section 3.12. If the presiding  officer  determines  that a nomination  was
made in  accordance  with the terms of this Section 3.12, he shall so declare at
the annual  meeting and ballots  shall be provided  for use at the meeting  with
respect to such nominee.  If the presiding officer  determines that a nomination
was not made in  accordance  with the terms of this  Section  3.12,  he shall so
declare at the annual meeting and the defective nomination shall be disregarded.

         (d) For purposes of these Bylaws, the following capitalized terms shall
have the meanings indicated:

                  (1)  Acquire.  The  term  "Acquire"  includes  every  type  of
acquisition,  whether  effected  by  purchase,  exchange,  operation  of  law or
otherwise.

                  (2) Acting in Concert.  The term "Acting in Concert" means (a)
knowing participation in a joint activity or conscious parallel action towards a
common  goal  whether  or


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<PAGE>


not pursuant to an express agreement,  or (b) a combination or pooling of voting
or other interests in the securities of an issuer for a common purpose  pursuant
to any contract,  understanding,  relationship,  agreement or other arrangement,
whether written or otherwise.

                  (3)  Affiliate.  An  "Affiliate"  of, or a Person  "affiliated
with," a specified Person,  means a Person that directly,  or indirectly through
one or more  intermediaries,  controls,  or is controlled by, or is under common
control with, the Person specified.

                  (4)      Associate.  The term "Associate" used to indicate a
relationship  with any Person means:


                           (i) Any corporation,  partnership,  limited liability
                  company or other organization (other than the Corporation or a
                  Subsidiary of the  Corporation),  or any  subsidiary or parent
                  thereof, of which such Person is a director,  officer, partner
                  or member or is, directly or indirectly,  the Beneficial Owner
                  of 10% or more of any class of equity securities;

                           (ii) Any trust or other  estate in which such  Person
                  has a 10% or greater  beneficial  interest or as to which such
                  Person serves as trustee or in a similar  fiduciary  capacity,
                  provided,  however,  such term shall not include any  employee
                  stock benefit plan of the  Corporation  or a Subsidiary of the
                  Corporation  in  which  such  Person  has  a  10%  or  greater
                  beneficial  interest  or serves  as a trustee  or in a similar
                  fiduciary capacity;

                           (iii) Any  relative  or spouse of such Person (or any
                  relative of such  spouse) who has the same home as such Person
                  or who is a  director  or  officer  of  the  Corporation  or a
                  Subsidiary  of the  Corporation  (or any  subsidiary or parent
                  thereof); or

                           (iv) Any  investment  company  registered  under  the
                  Investment  Company  Act of 1940 for which such  Person or any
                  Affiliate  or Associate  of such Person  serves as  investment
                  advisor.

                  (5) Beneficial Owner (including  Beneficially Owned). A Person
shall be considered  the  "Beneficial  Owner" of any shares of stock (whether or
not owned of record):

                           (i)  With   respect  to  which  such  Person  or  any
                  Affiliate or Associate of such Person  directly or  indirectly
                  has or shares (A) voting power, including the power to vote or
                  to direct  the  voting of such  shares  of stock,  and/or  (B)
                  investment  power,  including  the power to  dispose  of or to
                  direct the disposition of such shares of stock;

                           (ii) Which such Person or any  Affiliate or Associate
                  of such  Person  has (A) the right to  acquire  (whether  such
                  right is exercisable  immediately or


                                      -10-


<PAGE>


                  only after the  passage of time)  pursuant  to any  agreement,
                  arrangement   or   understanding   or  upon  the  exercise  of
                  conversion rights,  exchange rights,  warrants or options,  or
                  otherwise,  and/or  (B)  the  right  to vote  pursuant  to any
                  agreement, arrangement or understanding (whether such right is
                  exercisable immediately or only after the passage of time); or


                           (iii) Which are Beneficially Owned within the meaning
                  of (i) or (ii) of this Section  3.12(d)(5) by any other Person
                  with  which  such   first-mentioned   Person  or  any  of  its
                  Affiliates  or  Associates   either  (A)  has  any  agreement,
                  arrangement or understanding, written or oral, with respect to
                  acquiring, holding, voting or disposing of any shares of stock
                  of the  Corporation  or any  Subsidiary of the  Corporation or
                  acquiring,  holding or disposing of all or substantially  all,
                  or any  Substantial  Part,  of the assets or  business  of the
                  Corporation  or a  Subsidiary  of the  Corporation,  or (B) is
                  Acting in Concert. For the purpose only of determining whether
                  a Person is the Beneficial Owner of a percentage  specified in
                  these Bylaws of the  outstanding  Voting  Shares,  such shares
                  shall be deemed to  include  any  Voting  Shares  which may be
                  issuable   pursuant   to   any   agreement,   arrangement   or
                  understanding  or upon  the  exercise  of  conversion  rights,
                  exchange rights, warrants,  options or otherwise and which are
                  deemed to be Beneficially Owned by such Person pursuant to the
                  foregoing  provisions of this Section 3.12(d)(5) but shall not
                  include any other Voting  Shares which may be issuable in such
                  manner.

                  (6)  Person.  The term  "Person"  shall  mean any  individual,
partnership,  corporation,  limited liability company, association, trust, group
or  other  entity.  When  two or  more  Persons  act as a  partnership,  limited
partnership,  limited liability company,  syndicate,  association or other group
for the purpose of  acquiring,  holding or  disposing  of shares of stock,  such
partnership, syndicate, associate or group shall be deemed a "Person."

                  (7) Substantial Part. The term "Substantial Part" as used with
reference to the assets of the  Corporation  or of any  Subsidiary  means assets
having  a  value  of more  than  10% of the  total  consolidated  assets  of the
Corporation and its Subsidiaries as of the end of the Corporation's  most recent
fiscal year ending prior to the time the determination is being made.

                  (8) Subsidiary.  "Subsidiary" means any corporation of which a
majority of any class of equity  security is owned,  directly or indirectly,  by
the Person in question.

                  (9) Voting  Shares.  "Voting  Shares" shall mean shares of the
Corporation entitled to vote generally in an election of directors.


                                   ARTICLE IV
                         EXECUTIVE AND OTHER COMMITTEES


                                      -11-


<PAGE>


         4.1      Executive Committee.


         (a) The Board of  Directors  may appoint from the Board of Directors an
Executive  Committee  of not less than five  members,  and may  delegate to such
committee, except as otherwise provided by law or the Articles of Incorporation,
the powers of the Board of  Directors  in the  management  of the  business  and
affairs of the  Corporation  in the intervals  between  meetings of the Board of
Directors in all cases in which specific directions shall not have been given by
the Board,  as well as the power to authorize the seal of the  Corporation to be
affixed  to all  papers  which  may  require  it,  provided,  however,  that the
Executive  Committee  shall  not have the  power or  authority  of the  Board of
Directors with respect to the following:  the submission to  shareholders of any
action  requiring  approval of  shareholders  by law; the creation or filling of
vacancies on the Board of Directors;  the  adoption,  amendment or repeal of the
Articles  of  Incorporation  or these  Bylaws;  the  amendment  or repeal of any
resolution  of the  Board  of  Directors  that  by its  terms  is  amendable  or
repealable only by the Board of Directors;  action on matters committed by these
Bylaws or resolution of the Board of Directors to another committee of the Board
of Directors;  the  declaration  of dividends;  and approval of a transaction in
which any member of the Executive  Committee,  directly or  indirectly,  has any
material beneficial interest.

         (b) Meetings of the Executive Committee shall be held at such times and
places as the Chairman of the Executive  Committee may determine.  The Executive
Committee,  by a vote of a majority of its  members,  may appoint a Chairman and
fix its rules of  procedure,  determine  its manner of acting and  specify  what
notice,  if any, of meetings  shall be given,  except as otherwise  set forth in
these Bylaws or as the Board of Directors shall by resolution otherwise provide.

         (c)  The  Executive  Committee  shall  keep  minutes  of  all  business
transacted  by it. All  completed  action by the  Executive  Committee  shall be
reported to the Board of Directors at its meeting next succeeding such action or
at its meeting held in the month following the taking of such action,  and shall
be subject to revision or alteration by the Board of Directors.

         4.2 Audit  Committee.  The Board of Directors  shall designate not less
than  three  members  of the  Board of  Directors  who are not  employed  by the
Corporation  and who otherwise  comply with the  requirements of applicable law,
regulation  and listing  requirements  to constitute an Audit  Committee,  which
shall receive and evaluate internal and independent  auditor's reports,  monitor
the Corporation's  adherence in accounting and financial  reporting to generally
accepted accounting principles and perform such other duties as may be delegated
to it by the Board of Directors.  Meetings of the Audit  Committee shall be held
at such times and places as the Chairman of the Audit  Committee may  determine.
The Audit Committee,  by a vote of a majority of its members,  may fix its rules
of procedure, determine its manner of acting and specify what notice, if any, of
meetings shall be given, except as otherwise set forth in these Bylaws or as the
Board of Directors shall by resolution otherwise provide.


                                      -12-


<PAGE>


         4.3  Other  Committees.  The  Board  may,  by  resolutions  passed by a
majority of the Board of Directors, designate members of the Board to constitute
other committees,  which shall in each case consist of one or more directors and
shall have and may execute such powers as may be determined and specified in the
respective  resolutions  appointing  them.  A majority of all the members of any
such  committee may fix its rules of  procedure,  determine its manner of acting
and fix the time and place of its meetings and specify what notice  thereof,  if
any,  shall be given,  except as  otherwise  set forth in these Bylaws or as the
Board of Directors shall by resolution otherwise provide.

         4.4 Term. A majority of the Board of Directors  shall have the power to
change the membership of any committee of the Board of Directors at any time, to
fill  vacancies  therein and to  discharge  any such  committee or to remove any
member thereof, either with or without cause, at any time.


                                    ARTICLE V
                                    OFFICERS

         5.1  Designations.  The Board of  Directors  shall  annually  appoint a
Chairman of the Board,  a  President,  a Secretary,  a Treasurer  and such other
officers as the Board of Directors may from time to time deem  appropriate.  The
Board of  Directors  shall  designate  one  officer as the  Corporation's  Chief
Executive  Officer (who shall also be the President)  and may designate  another
officer as the Chief Operating Officer.

         5.2 Powers and Duties.  The officers of the Corporation shall have such
authority  and perform  such duties as are  specified in these Bylaws and as the
Board of Directors may from time to time authorize or determine.  In the absence
of action by the Board of  Directors,  the  officers  shall have such powers and
duties as generally pertain to their respective offices.

         5.3  Chairman of the Board.  The  Chairman  of the Board,  who shall be
chosen from among the  directors,  shall preside at all meetings of the Board of
Directors.  He shall  supervise  the  carrying  out of the  policies  adopted or
approved by the Board of Directors.

         5.4  President.  The President  shall in the absence of the Chairman of
the Board  preside at all meetings of the Board of Directors  and  shareholders.
The  President  shall  have  general  executive  powers  and shall  have and may
exercise any and all other powers and duties  pertaining by law,  regulations or
practice to the office of President, or imposed by these Bylaws.

         5.5 Secretary.  The Secretary shall keep the minutes of the meetings of
the  shareholders  and the Board of Directors  and shall give notice of all such
meetings  as  required  in  these   Bylaws,   the   Corporation's   Articles  of
Incorporation  or by law. The Secretary shall have custody of such minutes,  the
seal of the Corporation and the stock  certificate  records


                                      -13-


of the Corporation, except to the extent some other person is authorized to have
custody and possession thereof by a resolution of the Board of Directors.

         5.6  Treasurer.  The  Treasurer  shall keep,  or cause to be kept,  the
fiscal accounts of the Corporation,  including an account of all monies received
or disbursed.

         5.7 Term;  Removal.  Each officer of the Corporation  shall hold office
for a term of one year and until his  successor  has been selected and qualified
or until his earlier death,  resignation or removal. Any officer or agent of the
Corporation  may be removed at any time,  with or without cause, by the Board of
Directors,  but such removal shall be without  prejudice to the contract rights,
if any, of the person so removed. Election or appointment of an officer or agent
shall not of itself create contract rights.

         5.8  Compensation.  The officers of the Corporation  shall receive such
salary or  compensation  as may be determined by or under authority of the Board
of Directors.


         5.9  Delegation.  In the case of  absence  or  inability  to act of any
officer of the  Corporation  and of any person  herein  authorized to act in his
place,  the Board of  Directors  may from time to time  delegate  the  powers or
duties of such officer to any other officer or any director or other person whom
it may select.

         5.10  Vacancies.  Vacancies in any office arising from any cause may be
filled by the Board of Directors at any regular or special meeting of the Board.


                                   ARTICLE VI
                                 INDEMNIFICATION

         6.1 Persons Covered. Subject to, and in accordance with, the provisions
of this Article VI, the  Corporation  shall indemnify any person who was or is a
party  or is  threatened  to be  made a party  to any  threatened,  pending,  or
completed action,  suit, or proceeding,  including actions by or in the right of
the Corporation, whether civil, criminal,  administrative,  or investigative, by
reason of the fact that such  person is or was a  director,  officer,  employee,
fiduciary,  trustee,  or agent of the  Corporation,  or is or was serving at the
request of the Corporation as a director, officer, employee, fiduciary, trustee,
or agent of another  corporation,  partnership,  joint venture,  trust, or other
enterprise.

         6.2      Derivative Actions.

         (a) In the case of a threatened,  pending,  or completed action or suit
by or in the right of the  Corporation  against a person named in Section 6.1 by
reason of such person holding a position  named in Section 6.1, the  Corporation
shall  indemnify  such person if such person  satisfies  the standard in Section
6.2(b),  for  expenses  (including  attorneys'  fees)  actually


                                      -14-


<PAGE>


and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement of the action or suit.

         (b) In the case of a threatened,  pending,  or completed action or suit
by or in the right of the  Corporation,  a person  named in Section 6.1 shall be
indemnified only if:

                  (1) such person is successful on the merits or otherwise; or

                  (2) such person acted in good faith in the transaction that is
         the subject of the suit or action, and in a manner reasonably  believed
         to be in, or not opposed  to, the best  interests  of the  Corporation.
         However,  such person shall not be indemnified in respect of any claim,
         issue,  or matter as to which such person has been  adjudged  liable to
         the  Corporation  unless  (and  only to the  extent  that) the court of
         common  pleas  or the  court  in  which  the  suit  was  brought  shall
         determine, upon application, that despite the adjudication of liability
         but in  view  of all the  circumstances,  such  person  is  fairly  and
         reasonably  entitled to indemnity  for such expenses as the court shall
         deem proper.

         6.3      Third-Party Actions.

         (a) In case of a threatened,  pending,  or completed suit,  action,  or
proceeding (whether civil, criminal,  administrative,  or investigative),  other
than a suit by or in the right of the Corporation,  together  hereafter referred
to as a third-party  action,  against a person named in Section 6.1 by reason of
such person  holding a position  named in Section  6.1,  the  Corporation  shall
indemnify such person if such person  satisfies the standard in Section  6.3(b),
for amounts  actually and reasonably  incurred by such person in connection with
the defense or settlement of the third-party action,  including, but not limited
to (i) expenses  (including  attorneys'  fees), (ii) amounts paid in settlement,
(iii) judgments, and (iv) fines.

         (b) In case of a third-party  action,  a person named in Section 6.1
shall be indemnified only if:

                  (1) such person is successful on the merits or otherwise; or

                  (2) such person acted in good faith in the transaction that is
         the  subject  of the  third-party  action and in a manner  such  person
         reasonably  believed to be in, or not opposed to, the best interests of
         the Corporation and, with respect to any criminal action or proceeding,
         such person had no reasonable  cause to believe such  person's  conduct
         was unlawful.  The  termination  of a  third-party  action by judgment,
         order,  settlement,  conviction,  or upon a pleas of nolo contendere or
         its  equivalent  shall not, in itself,  create a  presumption  that the
         person failed to satisfy the standard of this Section 6.3(b).


                                      -15-


<PAGE>


         6.4 Determination  That Standard Has Been Met. A determination that the
standard of either  Section 6.2(b) or 6.3(b) has been satisfied may be made by a
court,  or,  except as stated in the  record  sentence  of Section  6.2(b),  the
determination may be made by:

                  (1) the  Board of  Directors  by a  majority  vote of a quorum
         consisting of directors of the  Corporation who were not parties to the
         action, suit, or proceeding;

                  (2) if such a quorum is not  obtainable or if obtainable and a
         majority  of  a  quorum  of  disinterested  directors  so  directs,  by
         independent legal counsel in a written opinion; or

                  (3) the shareholders of the Corporation.

         6.5  Proration.  Anyone  making a  determination  under Section 6.4 may
determine  that a person has met the  standard as to some  matters but not as to
others, and may reasonably prorate amounts to be indemnified.


         6.6  Advancement  of  Expenses.   Reasonable  expenses  incurred  by  a
director, officer, employee, or agent of the Corporation in defending a civil or
criminal action, suit, or proceeding described in Section 6.1 may be paid by the
Corporation  in  advance  of the final  disposition  of such  action,  suit,  or
proceeding  upon  receipt of an  undertaking  by or on behalf of such  person to
repay such amount if it shall  ultimately be  determined  that the person is not
entitled to be indemnified by the Corporation.

         6.7 Other  Rights.  The  indemnification  and  advancement  of expenses
provided by or pursuant to this Article VI shall not be deemed  exclusive of any
other rights to which those seeking  indemnification  or advancement of expenses
may be entitled under any insurance or other agreement,  vote of shareholders or
directors, or otherwise, both as to actions in their official capacity and as to
actions in another capacity while holding an office,  and shall continue as to a
person who has ceased to be a director,  officer,  employee,  or agent and shall
inure to the benefit of the heirs, executors, and administrators of such person.

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

         6.9  Security  Fund;  Indemnity  Agreements.  By action of the Board of
Directors  (notwithstanding their interest in the transaction),  the Corporation
may  create  and fund a trust  fund or fund of any  nature,  and may enter  into
agreements with its officers,  directors,


                                      -16-


<PAGE>


employees,  and agents for the purpose of securing or insuring in any manner its
obligation to indemnify or advance expenses provided for in this Article VI.

         6.10  Modification.  The duties of the  Corporation to indemnify and to
advance  expenses to any person as  provided in this  Article VI shall be in the
nature of a  contract  between  the  Corporation  and each such  person,  and no
amendment  or repeal of any  provision  of this  Article VI, and no amendment or
termination  of any trust fund or other fund  created  pursuant  to Section  6.9
hereof,  shall alter to the detriment of such person the right of such person to
the  advancement of expenses or  indemnification  related to a claim based on an
act or  failure  to act which took place  prior to such  amendment,  repeal,  or
termination.

         6.11 Proceedings Initiated by Indemnified Persons.  Notwithstanding any
other  provision  in this  Article  VI, the  Corporation  shall not  indemnify a
director,  officer,  employee, or agent for any liability incurred in an action,
suit,  or  proceeding  initiated  by  (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 action, suit, or proceeding is authorized, either before or
after its  commencement,  by the affirmative vote of a majority of the directors
then in office.


         6.12 Savings Clause.  If this Article VI or any portion hereof shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
Corporation shall nevertheless indemnify each director,  officer,  employee, and
agent  of  the  Corporation  as  to  costs,  charges,  and  expenses  (including
attorneys' fees), judgments,  fines, and amounts paid in settlement with respect
to any action, suit, or proceeding, whether civil, criminal,  administrative, or
investigative, including an action by or in the right of the Corporation, to the
fullest extent permitted by any applicable portion of this Article VI that shall
not have been invalidated and to the fullest extent permitted by applicable law.

         If the laws of the  Commonwealth of Pennsylvania  are amended to permit
further indemnification of the directors, officers, employees, and agents of the
Corporation,  then the  Corporation  shall indemnify such persons to the fullest
extent  permitted by law. Any repeal or  modification  of this Article VI by the
Board of Directors or the  shareholders of the  Corporation  shall not adversely
affect  any right or  protection  of a  director,  officer,  employee,  or agent
existing at the time of such repeal or modification.


                                   ARTICLE VII
                                  CAPITAL STOCK

         7.1  Certificates.  Certificates  of stock shall be issued in numerical
order,  and each  shareholder  shall be entitled to a certificate  signed by the
President or a Vice  President,  and the Secretary or the Treasurer,  or in such
other manner as the Corporation  may determine,  and may be sealed with the seal
of the Corporation or a facsimile  thereof.  The signatures of such officers may
be  facsimiles  if the  certificate  is manually  signed on behalf of a transfer


                                      -17-


<PAGE>


agent,  or registered by a registrar,  other than the  Corporation  itself or an
employee of the  Corporation.  If an officer  who has signed or whose  facsimile
signature has been placed upon such  certificate  ceases to be an officer before
the  certificate is issued,  it may be issued by the  Corporation  with the same
effect as if the person were an officer on the date of issue.  Each  certificate
of stock shall state:

                  (a) that the Corporation is incorporated under the laws of the
Commonwealth of Pennsylvania;

                  (b) the name of the person to whom issued;

                  (c) the number and class of shares and the  designation of the
series, if any, which such certificate represents; and

                  (d)  the  par  value  of  each  share   represented   by  such
certificate, or a statement that such shares are without par value.

         7.2  Transfers.

                  (a)  Transfers  of stock  shall be made  only  upon the  stock
transfer  books  of the  Corporation,  kept  at  the  registered  office  of the
Corporation  or at its  principal  place of  business,  or at the  office of its
transfer  agent or  registrar,  and before a new  certificate  is issued the old
certificate shall be surrendered for  cancellation.  The Board of Directors may,
by resolution,  open a share register in any state of the United States, and may
employ  an agent or agents to keep such  register,  and to record  transfers  of
shares therein.

                  (b) Shares of stock  shall be  transferred  by delivery of the
certificates  therefor,  accompanied  either by an  assignment in writing on the
back of the certificate or an assignment separate from the certificate,  or by a
written power of attorney to sell,  assign and transfer the same,  signed by the
holder of said certificate.  Subject to the provisions of Section 7.4 hereof, no
shares of stock shall be transferred on the books of the  Corporation  until the
outstanding certificates therefor have been surrendered to the Corporation.

                  (c) Article IX of the Corporation's  Articles of Incorporation
imposes  certain  restrictions on offers and  acquisitions of the  Corporation's
equity securities.

         7.3 Registered Owner.  Registered  shareholders shall be treated by the
Corporation  as the holders in fact of the stock  standing  in their  respective
names and the Corporation shall not be bound to recognize any equitable or other
claim to or  interest in any share on the part of any other  person,  whether or
not it shall have express or other notice thereof,  except as expressly provided
below or by the laws of the Commonwealth of Pennsylvania. The Board of Directors
may adopt by resolution 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


                                      -18-


<PAGE>


of such  shareholder are held for the account of a specified  person or persons.
The resolution shall set forth:

                  (a) The classification of shareholder who may certify;

                  (b) The purpose or purposes for which the certification may be
made;

                  (c) The form of certification  and information to be contained
therein;

                  (d) If the certification is with respect to a record date, the
time after the record date within  which the  certification  must be received by
the Corporation; and

                  (e) Such other provisions with respect to the procedure as are
deemed necessary or desirable.

         Upon receipt by the Corporation of a  certification  complying with the
above requirements,  the persons specified in the certification shall be deemed,
for the purpose or 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.


         7.4  Mutilated,  Lost  or  Destroyed  Certificates.   In  case  of  any
mutilation,  loss or  destruction of any  certificate  of stock,  another may be
issued  in its  place  upon  receipt  of  proof  of  such  mutilation,  loss  or
destruction.  The Board of Directors may impose  conditions on such issuance and
may require the giving of a satisfactory bond or indemnity to the Corporation in
such sum as they might  determine,  or establish  such other  procedures as they
deem necessary.

         7.5 Fractional Shares or Scrip. The Corporation may (a) issue fractions
of a share which shall entitle the holder to exercise voting rights,  to receive
dividends thereon, and to participate in any of the assets of the Corporation in
the  event  of  liquidation;  (b)  arrange  for the  disposition  of  fractional
interests by those entitled thereto; (c) pay in cash the fair value of fractions
of a share as of the time  when  those  entitled  to  receive  such  shares  are
determined;  or (d) issue scrip in registered or bearer form which shall entitle
the holder to receive a certificate  for a full share upon the surrender of such
scrip aggregating a full share.


                                  ARTICLE VIII
                            FISCAL YEAR; ANNUAL AUDIT

         The  fiscal  year  of the  Corporation  shall  end on the  31st  day of
December of each year. The Corporation shall be subject to an annual audit as of
the end of its fiscal year by independent  public  accountants  appointed by and
responsible  to the Board of  Directors  or the Audit  Committee of the Board of
Directors.


                                      -19-


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                                   ARTICLE IX
                              DIVIDENDS AND FINANCE

         9.1 Dividends.  Dividends may be declared by the Board of Directors and
paid by the  Corporation  in accordance  with the  conditions and subject to the
limitations  imposed by the laws of the Commonwealth of Pennsylvania.  The Board
of Directors may declare dividends payable only to shareholders of record at the
close of business on any business day not more than 90 days prior to the date on
which the dividend is paid.

         9.2  Depositories.  The monies of the Corporation shall be deposited in
the name of the  Corporation  in such  bank or banks or trust  company  or trust
companies as the Board of Directors shall designate, and shall be drawn out only
by check or other order for payment of money  signed by such persons and in such
manner as may be determined by resolution of the Board of Directors.


                                    ARTICLE X
                                     NOTICES


         10.1  Notice.  Whenever  written  notice is required to be given to any
person pursuant to 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 electronic mail,  telegram (with messenger service  specified),  telex or TWX
(with answerback received) or courier service,  charges prepaid, or by facsimile
transmission,  to his address (or to his telex, TWX or facsimile number), in the
case of shareholders,  appearing on the books of the Corporation or, in the case
of directors,  supplied by them to the Corporation for the purpose of notice or,
in the  case of the  Corporation,  at the  address  of its  principal  executive
offices.  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,  electronic mail, telex or TWX, when
dispatched.

         10.2 Written Waiver of Notice.  Whenever any written notice is required
to be given  under 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. Neither
the  business  to be  transacted  at,  nor the  purpose  of, a  meeting  need be
specified in the waiver of notice of the meeting.

         10.3  Waiver  of Notice 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.


                                      -20-


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                                   ARTICLE XI
                                      SEAL

         The corporate  seal of the  Corporation  shall be in such form and bear
such  inscription as may be adopted by resolution of the Board of Directors,  or
by usage of the officers on behalf of the Corporation.


                                   ARTICLE XII
                                BOOKS AND RECORDS

         The  Corporation  shall keep correct and complete  books and records of
account and shall keep minutes and  proceedings of meetings of its  shareholders
and Board of Directors;  and it shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of its shareholders,  giving the names and addresses of all shareholders and the
number and class of the shares held by each. Any books,  records and minutes may
be in written  form or any other form  capable of being  converted  into written
form within a reasonable time.



                                  ARTICLE XIII
                                   AMENDMENTS

         The Bylaws may be altered, amended or repealed only as set forth in the
Corporation's Articles of Incorporation,  which are incorporated herein with the
same effect as if they were set forth herein.


                                   ARTICLE XIV
                                  MISCELLANEOUS

         In these Bylaws, unless otherwise indicated,  defined terms in singular
shall include the plural as well as vice versa,  and the masculine,  feminine or
neuter gender shall include all genders.


                                      -21-


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