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                                                              EXHIBIT 3(ii)

                                 AMENDED BYLAWS
                                       of
                                  Dimeco, Inc.

                                    Article 1

                               CORPORATION OFFICE

         Section 1.1     The registered office of Dimeco, Inc. (the
"Corporation") shall be located in the Commonwealth of Pennsylvania at such
place of business and at an address to be designated 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.

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

                                    Article 2

                              STOCKHOLDERS' MEETING

         Section 2.1     All meetings of the stockholders shall be held at the
principal place of business of the Corporation, or at such other place within
or without the Commonwealth of Pennsylvania as shall be determined by the
Board of Directors and stated in the notice of such meeting.

         Section 2.2     The annual meeting of the stockholders 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.

         Section 2.3     Each meeting of the stockholders shall be presided
over by the Chairman of the Board, or in the Chairman's absence by the
President, or if neither the Chairman nor the President is present, by any
Vice President. The Secretary, or in the Secretary's absence a temporary
Secretary, shall act as secretary of each meeting of the stockholders. In the
absence of the 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 stockholders, 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 such chairman in the chairman's
sole discretion.

         Section 2.4     Notice of the date, time, and place of, and the
general business to be conducted at, an annual or special meeting of
stockholders shall be given by delivering personally,
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by facsimile transmission, or by mailing a written or printed notice of the
same, at least ten (10) days prior to the meeting, to each stockholder of
record entitled to vote at such meeting. When any stockholders' meeting,
either annual or special, is adjourned and a new record date is fixed for an
adjourned meeting of stockholders, notice of the adjourned meeting shall be
given as in the case of an original meeting. It shall not be necessary to give
any notice of the time and place of any meeting adjourned unless new business
is to be transacted thereat or a new record date is fixed therefor, other than
an announcement at the meeting at which such adjournment is taken.

                                    Article 3

                             QUORUM OF STOCKHOLDERS

         Section 3.1      Except as otherwise required by law:

                  (a)  A quorum at any annual or special meeting of
stockholders shall consist of stockholders representing, either in person or
by proxy, a majority of the outstanding capital stock of the Corporation
entitled to vote at such meeting without regard to any shares for which a
broker indicates on a proxy that it does not have discretionary authority as
to such shares to vote on such matter ("Broker Non-votes").

                  (b)  The votes of a majority of those present, without
regard to Broker Non-votes or votes of abstention, at any properly called
meeting or adjourned meeting of stockholders, at which a quorum as defined
above is present, shall be sufficient to transact business, unless such
greater vote is required by these Bylaws, the Articles of Incorporation, or
the laws of the Commonwealth of Pennsylvania.

                                    Article 4

                                  VOTING RIGHTS

         Section 4.1

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

                  (b)  Directors are to be elected by a plurality of votes
cast by the shares entitled to vote in the election of directors at a meeting
at which a quorum is present. Stockholders shall not be permitted to cumulate
their votes for the election of directors. If, at any meeting of the
stockholders, 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.

                               Article 5

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                               PROXIES

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

                               Article 6

                              RECORD DATE

         Section 6.1      The Board of Directors may fix a time prior to the
date of any meeting of stockholders as a record date for the determination of
the stockholders entitled to notice of, or to vote at, the meeting, which
time, except in the case of an adjourned meeting, shall be not more than 90
days prior to the date of the meeting of stockholders. Only stockholders 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 stockholders of record for any other purpose. When a
determination of stockholders 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.

                               Article 7

                             VOTING LISTS

         Section 7.1      The officer or agent having charge of the transfer
books for shares of the Corporation shall make a complete list of the
stockholders entitled to vote at any meeting of stockholders, 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 stockholders during the whole
time of the meeting for the purposes thereof except that, if the Corporation
has 5,000 or more stockholders, in lieu of the making of the list the
Corporation may make the information therein available at the meeting by any
other means.

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

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stockholders entitled to examine the list or share register(s) or transfer
book(s) or to vote at any meeting of stockholders.

                               Article 8

                          JUDGES OF ELECTION

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

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

         Section 8.3      The judge(s) of election shall determine the number
of shares outstanding and the voting power of each, the shares represented at
the meeting, the existence of a quorum, the authenticity, validity and effect
of proxies, receive votes or ballots, hear and determine all challenges and
questions in any manner arising in connection with the right to vote, count
and tabulate all votes, determine the result and do such acts as may be proper
to conduct the election or vote with fairness to all stockholders. The
judge(s) of election shall perform his or their duties impartially, in good
faith, to the best of his or their ability and as expeditiously as is
practical. If there are three judges of election, the decision, act or
certificate of a majority shall be effective in all respects as the decision,
act or certificate of all.

         Section 8.4      On request of the presiding officer of the meeting,
or of any stockholder, the judge(s) of election shall make a report in writing
of any challenge or question or matter determined by him or them, and execute
a certificate of any fact found by him or them. Any report or certificate made
by him or them shall be prima facie evidence of the facts stated therein.

                               Article 9

           MEETINGS OF STOCKHOLDERS AND STOCKHOLDERS PROPOSALS

         Section 9.1      Special meetings of the stockholders of the
Corporation may be called only by the Board of Directors pursuant to a
resolution approved by the affirmative vote of a majority of the directors
then in office.

         Section 9.2      Notwithstanding any other provision of these Bylaws
or the Articles of Incorporation of the Corporation, no action required to be
taken or which may be taken at any annual or special meeting of the
stockholders of the Corporation may be taken without a meeting, and the power
of stockholders to consent in writing, without a meeting, to the taking of any
action is specifically denied.

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         Section 9.3      At an annual meeting of stockholders, 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,
(1) the Board of Directors or (2) any stockholder of the Corporation who
complies with all the requirements set forth in this Section 9.3.

         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 9.3. For stockholder
proposals to be considered at the annual meeting of stockholders, the
stockholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the Corporation not less than 60 days prior to
the anniversary date of the immediately preceding annual meeting of
stockholders of the Corporation.  Such stockholder's notice shall set forth as
to each matter the stockholder proposes to bring before the annual meeting (a)
a brief description of the proposal desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(b) the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business and, to the extent known, any other
stockholders known by such stockholder to be supporting such proposal, (c) the
class and number of shares of the Corporation stock that are beneficially
owned (as determined by Rule 13d-3 promulgated under the Securities Exchange
Act of 1934, as amended) by the stockholder on the date of such stockholder
notice and, to the extent known, by any other stockholders known by such
stockholder to be supporting such proposal on the date of such stockholder
notice, and (d) any financial interest of the stockholder in such proposal
(other than interests which all stockholders would have).

         The Board of Directors may reject any stockholder proposal not timely
made in accordance with the terms of this Section 9.3. If the Board of
Directors, or a designated committee thereof, determines that the information
provided in a stockholder's notice does not satisfy the informational
requirements of this Section 9.3 in any material respect, the Secretary of the
Corporation shall promptly notify such stockholder of the deficiency in the
notice. The stockholder 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
stockholder, as the Board of Directors or such committee shall reasonably
determine. If the deficiency is not cured within such period, or if the Board
of Directors or such committee determines that the additional information
provided by the stockholder, together with information previously provided,
does not satisfy the requirements of this Section 9.3 in any material respect,
then the Board of Directors may reject such stockholder's proposal. The
Secretary of the Corporation shall notify a stockholder in writing whether
such stockholder's proposal has been made in accordance with the time and
informational requirements of this Section 9.3. Notwithstanding the procedures
set forth in this paragraph, if neither the Board of Directors nor such
committee makes a determination as to the validity of any stockholder
proposal, the presiding officer of the annual meeting shall determine and
declare at the annual meeting whether the stockholder proposal was made in
accordance with the terms of this Section 9.3. If the presiding officer
determines that a stockholder proposal was made in accordance with the terms
of this Section 9.3, such person 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 stockholder proposal was
not made in accordance with the terms of this Section 9.3, such person shall
so declare at the annual meeting and any such proposal shall not be acted upon
at the annual meeting.

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         This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of report 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.

                               Article 10

                               DIRECTORS

         Section 10.1     Nominations for directors to be elected at an annual
meeting of stockholders, except those made by the Board of Directors of the
Corporation, must be made in accordance with the provisions set forth in
Article 10, Section 10.2 and must also be accompanied by a certification,
under oath before a notary public, by each nominee that he or she meets the
eligibility requirements to be a director as set forth in Article 10, Section
10.2.

         Section 10.2     Nominations of candidates for election as directors
at any annual meeting of stockholders may be made (a) by, or at the direction
of, a majority of the Board of Directors or (b) by any stockholder entitled to
vote at such annual meeting. Only persons nominated in accordance with the
procedures set forth in this Section 10.2 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 10.2 shall be
provided for use at the annual meeting.

         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 10.2. To be timely,
a stockholder's notice shall be delivered to, or mailed and received at, the
principal executive offices of the Corporation not less than 60 days prior to
the anniversary date immediately preceding the annual meeting of the
stockholders of the Corporation. Such stockholder's notice shall set forth (a)
as to each person whom the stockholder proposes to nominate for election or
re-election as a director and as to the stockholder giving the notice (i) the
name, age, business address, and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number
of shares of Corporation stock that are beneficially owned (as determined by
Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended)
by such person on the date of such stockholder notice, and (iv) any other
information relating to such person that is required to be disclosed in
solicitations of proxies with respect to nominees for election as directors,
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or any successor thereto; and (b) as to the stockholder giving the
notice (i) the name and address, as they appear on the Corporation's books, of
such stockholder and any other stockholders known by such stockholder to be
supporting such nominees and (ii) the class and number of shares of
Corporation stock that are beneficially owned by such stockholder on the date
of such stockholder notice and, to the extent known, by any other stockholders
known by such stockholder to be supporting such nominees on the date of such
stockholder notice. At the request of the Board of Directors, any person
nominated by, or at the direction of, the Board of Directors for election as a
director at an annual meeting shall furnish to the Secretary of the
Corporation the same information required to be set forth in a stockholder's
notice of nomination which pertains to the nominee.

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         The Board of Directors may reject any nomination by a stockholder not
timely made in accordance with the requirements of this Section 10.2. If the
Board of Directors, or a designated committee thereof, determines that the
information provided in a stockholder's notice does not satisfy the
informational requirements of this Section 10.2 in any material respect, the
Secretary of the Corporation shall notify such stockholder of the deficiency
in the notice. The stockholder 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 stockholder, as the Board of Directors or such committee shall
reasonably determine. If the deficiency is not cured within such period, or if
the Board of Directors or such committee reasonably determines that the
additional information provided by the stockholder, together with information
previously provided, does not satisfy the requirements of this Section 10.2 in
any material respect, then the Board of Directors may reject such
stockholder's nomination.  The Secretary of the Corporation shall notify a
stockholder in writing whether such person's nomination has been made in
accordance with the time and informational requirements of this Section 10.2.
Notwithstanding the procedures set forth in this paragraph, if neither the
Board of Directors nor such committee makes a determination as to the validity
of any nominations by a stockholder, 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 10.2. If the
presiding officer determines that a nomination was made in accordance with the
terms of this Section 10.2, such person 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 10.2, such person shall so declare
at the annual meeting and the defective nomination shall be disregarded.

         Section 10.3      (a) The number of directors of the Corporation
shall be such number, not less than 3 (exclusive of directors, if any, to be
elected by holders of preferred stock, voting separately as a class), as shall
be provided from time to time in accordance with the bylaws, provided that no
decrease in the number of directors shall have the effect of shortening the
term of any incumbent director, and provided further that no action shall be
taken to decrease or increase the number of directors from time to time unless
at least eighty percent (80%) of the directors then in office shall concur in
said action.

         (b)      The Board of Directors shall be divided into three classes
of directors that shall be designated Class A, Class B and Class C.  The
members of each class shall be elected for a term of three years and until
their successors are elected and qualified. Such classes shall be as nearly
equal in number as the then total number of directors constituting the entire
Board of Directors shall permit, with the term of office of Class A to expire
at the first annual meeting of stockholders, the term of office of Class B to
expire at the annual meeting of stockholders one year thereafter, and the term
of office of Class C to expire at the third annual meeting of stockholders. At
each annual meeting of stockholders following such initial classification and
election, directors elected to succeed those directors whose terms expire
shall be elected for a term of office to expire at the third succeeding annual
meeting of stockholders after their election.

         Should the number of directors of the Corporation be reduced, the
directorship(s) eliminated shall be allocated among the classes so that the
number of directors in each class is as specified in the immediately preceding
paragraph. The Board of Directors shall designate, by the name of the

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incumbent(s), the position(s) to be abolished. Should the number of directors of
the Corporation be increased, the additional directorships shall be allocated
among such classes so that the number of directors in each class is as specified
in the immediately preceding paragraph.

         Section 10.4     The Board of Directors shall consist of such number
of directors, not less than three nor more than 25 as shall be provided from
time to time by resolution of the Board of Directors. The Board of Directors
shall be divided into three classes as nearly equal in number as possible. The
members of each class shall be elected for a term of three years and until
their successors are elected or qualified.

         Section 10.5     Subject to the rights of the holders of any series
of preferred stock then outstanding, any vacancy occurring on the Board of
Directors, including any vacancy created by reason of an increase in the
number of directors, shall be filled by a majority vote of the directors then
in office, whether or not a quorum is present, or by a sole remaining
director, and any director so chosen shall serve until the term of the class
to which such director was appointed shall expire and until a successor is
elected and qualified. When the number of directors is changed, the Board of
Directors shall determine the class or classes to which the increased or
decreased number of directors shall be appointed.

         Section 10.6     Unless otherwise required by law, a director
(including persons elected by directors to fill vacancies in the Board of
Directors) may be removed from office only for cause by an affirmative vote of
not less than a majority of the total votes eligible to be cast by
stockholders. Cause for removal by stockholders shall exist only if the
director whose removal is proposed has been either declared of unsound mind by
an order of a court of competent jurisdiction, convicted of a felony or of an
offense punishable by imprisonment for a term of more than one year by a court
of competent jurisdiction, or deemed liable by a court of competent
jurisdiction for gross negligence or misconduct in the performance of such
director's duties to the Corporation. At least 30 days prior to such meeting
of stockholders, written notice shall be sent to the director whose removal
will be considered at the meeting. Directors may also be removed from office
in the manner provided in Sections 1726(b) and 1726(c) of the Business
Corporation Law of 1988, as amended, of the Commonwealth of Pennsylvania
("BCL"), or any successors to such sections.

         Section 10.7     Any director may resign at any time by sending a
written notice of such resignation to the home office of the Corporation
addressed to the Chairman or the President. Unless otherwise specified
therein, such resignation shall take effect upon receipt thereof by the
Chairman or the President. An involuntary resignation from the board will
occur if any director has more than three consecutive absences from regular
meetings of the board of directors, unless excused by resolution of the Board
of Directors. Such resignation shall be effective when accepted by the Board
of Directors.

         Section 10.8     The Board of Directors may appoint a person who
previously held the position of director to be a director emeritus. A director
emeritus may attend meetings of the Board of Directors. A director emeritus
may advise the Board of Directors on any proposed corporate action but shall
not have voting rights. The compensation of a director emeritus shall be
determine from time to time by resolution of the Board of Directors.

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         Section 10.9     Each director of the Corporation must be a
stockholder of the Corporation and own at least 500 shares of the
Corporation's Common Stock.  The minimum share requirement of the Section 10.9
shall not apply to any member of the Corporation's Board of Directors as of
March 21, 2002.

         Section 10.10    A person is not eligible to serve as director of the
Corporation if he or she is a "management official" of another "depository
institution" or "depository holding Corporation" as those terms are defined in
12 C.F.R. ss. 348.2 of the Regulations of the Federal Deposit Insurance
Corporation. If elected director of the Corporation, a person may not
thereafter serve or agree to serve as a management official of a depository
institution or depository holding Corporation unless and until his or her term
as director of the Corporation has expired.

         Section 10.11    A person is not eligible to serve as director if he
or she: (1) is under indictment for, or has ever been convicted of, a criminal
offense, involving dishonesty or breach of trust and the penalty for such
offense could be imprisonment for more than one year; (2) is a person against
whom a federal or state bank regulatory agency has, within the past ten years,
issued a cease and desist order for conduct involving dishonesty or breach of
trust and that order is final and not subject to appeal; 3) has been found
either by any federal or state regulatory agency whose decision is final and
not subject to appeal, or by a court to have (a) committed a wilful violation
of any law, rule or regulation governing banking, securities, commodities or
insurance, or any final cease and desist order issued by a banking,
securities, commodities or insurance regulatory agency; or (b) breached a
fiduciary duty involving personal profit; or (4) has been nominated by a
person who would be disqualified from serving as a director of this
Corporation under this Section 10.11 (1), (2) or (3).

                               Article 11

                      POWERS OF BOARD OF DIRECTORS

         Section 11.1     The business and affairs of the Corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute of by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised and done by the stockholders.

         Section 11.2     A director shall stand in a fiduciary relation to
the Corporation and shall perform his duties as a director, including his
duties as a member of any committee of the Board of Directors upon which he
may serve, in good faith, in a manner he reasonably believes to be in the best
interests of the Corporation and with such case, including reasonable inquiry,
skill and diligence, as a person of ordinary prudence would use under similar
circumstances. In performing his duties, a director shall be entitled to rely
in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following.

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

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

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

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

         Section 11.3     In discharging the powers and duties of their
respective positions, the Board of Directors, committees of the Board of
Directors, and individual directors may, in considering the best interests of
the Corporation, consider to the extent they deem appropriate the effects of
any action upon any and all groups affected by such action, including
stockholders, employees, suppliers, customers, and creditors of the
Corporation, and upon the communities in which offices or other establishments
of the Corporation are located; the short-term and long-term interests of the
Corporation; the resources, intent, and conduct (past, stated, and potential)
of any person seeking to acquire control of the Corporation; and any and all
other factors, provided however, the Board of Directors, committees of the
Board of Directors, or any individual director shall not be required, in
considering the best interests of the Corporation or the effects of any
action, to regard any interest or interests of any particular group affected
by the action as a dominant or controlling interest or factor.

         Directors shall have a residence within the bank's primary market
area which is defined as all of Wayne, Pike, and Monroe Counties, Pennsylvania
and Sullivan County, New York.

         Section 11.4     Absent breach of fiduciary duty, lack of good faith
or self-dealing, actions taken as a director or any failure to take any action
shall be presumed to be in the best interests of the Corporation.

         Section 11.5     A director shall not be personally liable, as such,
for monetary damages for any action taken, or any failure to take any action,
unless;

         (a)     the director has breach or failed to perform the duties of
                 his office under this Article 11; and

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

         Section 11.6     The provisions of Section 11.5 shall not apply to:

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

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

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         Section 11.7     A director of the Corporation who is present at a
meeting of the Board of Directors, or of a committee of the Board of
Directors, at which action on any corporate mater is taken shall be presumed
to have assented to the action taken unless his dissent is entered in the
minutes of the meeting or unless he files his written dissent to the action
with the Secretary of the Corporation before the adjournment thereof or
transmits the dissent in writing to the Secretary of the Corporation
immediately after the adjournment of the meeting. The right to dissent shall
not apply to a director who voted in favor of the action. Nothing in this
Section 11.7 shall bar a director from asserting that minutes of any meeting
incorrectly omitted his dissent if, promptly upon receipt of a copy of such
minutes, he notifies the Secretary of the Corporation, in writing, or the
asserted omission or inaccuracy.

                               Article 12

       EXECUTIVE, AUDIT, AND OTHER COMMITTEES OF THE BOARD OF DIRECTORS

         Section 12.1     Standing or special committees may be appointed by
the Board of Directors from its own number from time to time, and the Board of
Directors may from time to time invest such committees with such powers as it
may see fit, subject to such conditions as may be prescribed by the Board. An
Executive Committee may be appointed by resolution passed by a majority of the
full Board of Directors. It shall have and exercise all of the authority of
the Board of Directors, except in reference to the submission of any action
requiring the approval of stockholders, the creation or filling of vacancies
on the Board of Directors, the adoption, amendment, or repeal of these Bylaws,
the amendment or repeal of any resolution of the Board which, by its terms, is
only amendable or repealable by the entire Board, or any action on matters
committed by these Bylaws or resolution of the Board to another committee of
the Board. An Audit Committee shall be appointed by resolution passed by a
majority of the full Board of Directors, and the members of the Audit
Committee shall be directors who are not also officers of the Corporation. The
Audit Committee shall review the records and affairs of the Corporation to
determine its financial condition, shall review the Corporation's systems of
internal control with management and the Corporation's independent auditors,
and shall monitor the Corporation's adherence in accounting and financial
reporting to generally accepted accounting principles, as well as such other
duties as may be assigned to it by the Board of Directors. All committees
appointed by the Board of Directors shall keep regular minutes of the
transactions of their meetings and shall cause them to be recorded in books
kept for that purpose in the office of the Corporation. The designation of any
such committee, and the delegation of authority thereto, shall not relieve the
Board of Directors, or any member thereof, of any responsibility imposed by
law.

                               Article 13

                   MEETINGS OF THE BOARD OF DIRECTORS

         Section 13.1     An organizational meeting may be held immediately
following the annual stockholders meeting without the necessity of notice to
the directors to constitute a legally convened meeting, or the directors may
meet at such time and place as may be fixed by either a notice or waiver of
notice or consent signed by all of such directors.

                                     11
<PAGE>

         Section 13.2     Regular meetings of the Board of Directors shall be
held not less often than semi-annually at a time and place determined by the
Board of Directors at the preceding meeting. One or more directors may
participate in any meeting of the Board of Directors, or of any committee
thereof, by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
one another.

         Section 13.3     (a) Special meetings of the Board of Directors may
be called by the President on one day's notice to each director, either
personally or in the manner set forth under Article 32 hereof; special
meetings shall be called by the Chairman of the Board or the President in like
manner and on like notice upon the written request of three directors.

         (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.

         Section 13.4     At all meetings of the Board of Directors, a
majority of the directors shall constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at a meeting in
person or by conference telephone or similar communications equipment at which
a quorum is present in person or by such communications equipment shall be the
acts of the Board of Directors, except as may be otherwise specifically
provided by statute or by the Articles of Incorporation or by these Bylaws. If
a quorum shall not be present in person or by communications equipment at any
meeting of the directors, the directors present may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or as permitted herein.

                                   Article 14

                    INFORMAL ACTION BY THE BOARD OF DIRECTORS

         Section 14.1     Any action required or permitted to be taken at a
meeting of the directors may be taken without a meeting if, prior or subsequent
to the action, a consent or consents thereto by all of the directors in office
is filed with the Secretary of the Corporation. Such consent shall have the
same effect as a unanimous vote.

                               Article 15

                       COMPENSATION OF DIRECTORS

         Section 15.1     Directors, as such, may receive a stated salary for
their services or a fixed sum and expenses for attendance at regular and
special meetings, or any combination of the foregoing as may be determined
from time to time by resolution of the Board of Directors, and nothing
contained herein shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.

                                     12
<PAGE>

                               Article 16

                                OFFICERS

         Section 16.1     The officers of the Corporation may include the
Chairman of the Board, a President, a Chief Executive Officer, a Secretary,
and a Treasurer, as well as such Vice Presidents (including Executive and
Senior Vice Presidents), Assistant Secretaries, and Assistant Treasurers as
the Board may designate, who shall be elected for one year by the directors at
their first meeting after the annual meeting of stockholders, and who shall
hold office until their successors are elected and qualify. Any two or more
offices may be held by the same person, except that the offices of President
and Secretary and President and Treasurer may not be held by the same person.
The President and Chairman of the Board shall be members of the Board.

         Section 16.2     The officers of the Corporation shall have such
authority and perform such duties 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.

         Section 16.3     In the case of absence or inability to act of any
officer of the Company and of any person herein authorized to act in such
officer's 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.

         Section 16.4     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.

         Section 16.5     The Board may appoint such other officers and agents
as it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.

         Section 16.6     The officers of the Company shall hold office until
their successors are chosen and qualified. Any officer or agent elected or
appointed by the Board of Directors may be removed at any time, with or
without cause, by the affirmative vote of a majority of the whole Board of
Directors, but such removal shall be without prejudice to the contractual
rights, if any, of the person so removed. The election or appointment of an
officer or agent shall not in itself create contractual rights.

                               Article 17

                            INDEMNIFICATION

         Section 17.1     (Third Party Actions) The Corporation shall have
power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the Corporation), by reason of the fact that he is or
was a representative of the Corporation, or is or was serving at the request of
the Corporation as a representative of

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<PAGE>

another domestic or foreign corporation for profit or not-for-profit,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the Corporation and, with
respect to any criminal proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action or proceeding by judgment,
order, settlement or conviction or upon a plea of nolo contendere or its
equivalent shall not of itself create a presumption that the person did not act
in good faith and in a manner that he reasonably believed to be in, or not
opposed to, the best interests of the Corporation and, with respect to any
criminal proceeding, had reasonable cause to believe that his conduct was
unlawful.

         Section 17.2     (Derivative Actions) The Corporation shall have
power to indemnify any person who was or is a party, or is threatened to be
made a party, to any threatened, pending or completed action by or in the
right of the Corporation to procure a judgment in its favor by reason of the
fact that he is or was a representative of the Corporation or is or was
serving at the request of the Corporation as a representative of another
domestic or foreign corporation for profit or not-for-profit, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with
the defense or settlement of the action if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed, the best interests of
the Corporation. Indemnification shall not be made under this section in
respect of any claim, issue or matter as to which the person has been adjudged
to be liable to the Corporation unless and only to the extent that the court
of common pleas of judicial district embracing the county in which the
registered office of the Corporation is located or the court in which the
action was brought determines upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for the expenses that the court of
common pleas or other court deems proper.

         Section 17.3     (Mandatory Indemnification) To the extent that a
representative of the Corporation has been successful on the merits or
otherwise in defense of any action or proceeding referred to in Sections 17.1
(relating to third party actions) or 17.2 (relating to derivative actions) or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by him in connection therewith.

         Section 17.4     (Procedure for Effecting Indemnification) Unless
ordered by a court, any indemnification under Sections 17.1 (relating to third
party actions) or17.2 (relating to derivative actions) shall be made by the
Corporation only as authorized in the specific case upon a determination that
indemnification of the person is proper in the circumstances because he has
met the applicable standard of conduct set forth in those sections. The
determination shall be made:

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

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

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<PAGE>

         (c)      by the stockholders of the Corporation.

         Section 17.5     (Advancing Expenses) Expenses (including attorneys'
fees) incurred in defending any action or proceeding referral to in this
Article 17 may be paid by the Corporation in advance of the final disposition
of the action or proceeding upon receipt of the undertaking by or on behalf of
the person to repay the amount if it is ultimately determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article 17
or otherwise.

         Section 17.6     (Supplementary Coverage) (a) The indemnification and
advancement of expenses provided by, or granted pursuant to, the other
sections of this Article 17 shall not be deemed exclusive of any other rights
to which a person seeking indemnification or advancement of expenses may be
entitled under any By-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding that office. The Corporation may
create a fund of any nature, which may, but need not be, under the control of
a trustee, or otherwise secure or insecure in any manner its indemnification
obligations, whether arising under or pursuant to this Section 17.6 or
otherwise.

         (b)     Indemnification pursuant to subsection (a) of this Section
17.6 shall not be made in any case where the act or failure to act giving rise
to the claim for indemnification is determined by a court to have constituted
willful misconduct or recklessness.

         (c)     Indemnification pursuant to subsection (a) of this Section
17.6 under any Bylaw, agreement, vote of stockholders or directors or
otherwise, may be granted for any action taken or any failure to take any
action and may be made whether or not the Corporation would have the power to
indemnify the person under any other provision of law except as provided in
this Section 17.6 and whether or not the indemnified liability arises or arose
from any threatened, pending or completed action by or in the right of the
Corporation.

         Section 17.7     (Power to Purchase Insurance) The Corporation shall
have power to purchase and maintain insurance on behalf of any person who is
or was a representative of the Corporation or is or was serving at the request
of the Corporation as a representative of another domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or not
the Corporation would have the power to indemnify him against that liability
under the provisions of this Article 17.

         Section 17.8     (Application to Surviving or New Corporations) For
the purpose of this Article 17, references to "the Corporation" include all
constituent corporations absorbed in a consolidation, merger or division, as
well as the surviving or new corporations surviving or resulting therefrom, so
that any person who is or was a representative of the constituent, surviving
or new corporation, or is or was serving at the request of the constituent,
surviving or new corporation as a representative of another domestic or
foreign corporation for profit or not-for-profit, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the
provisions of this Article 23 with respect to the surviving or new corporation
as he would if he had served the surviving or new corporation in the same
capacity.

                                     15
<PAGE>

         Section 17.8     (Application to Employee Benefit Plans) For purposes
of this Article 17:

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

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

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

         Section 17.9     (Duration and Extent of Coverage) The
indemnification and advancement of expenses provided by, or granted pursuant
to, this Article 17 shall, unless otherwise provide when authorized or
ratified, continue as to a person who has ceased to be a representative of the
Corporation and shall inure to the benefit of the heirs and personal
representative of that person.

                                  Article 18

                               SHARE CERTIFICATES

         Section 18.1     The share certificates of the Corporation shall be
numbered and registered in a share register as they are issued; shall bear the
name of the registered holder, the number and class of shares represented
thereby, the par value of each share or a statement that such shares are
without par value, as the case may be; shall be signed by the President or a
Vice President and the Secretary or the Treasurer or any other person properly
authorized by the Board of Directors, and shall bear the corporate seal, which
seal may be a facsimile engraved or printed. Where the certificate is signed
by a transfer agent or a registrar, the signature of any corporate officer on
such certificate may be a facsimile engraved or printed. In case any officer
who has signed, or whose facsimile signature has been placed upon any share
certificate, shall have ceased to be such officer because of death,
resignation or otherwise before the certificate is issued, it may be issued by
the Corporation with the same effect as if the officer had not ceased to be
such at the date of its issue.

         Section 18.2     The Corporation may, from time to time, pursuant to
authorization by the Board of Directors and without action by the
stockholders, purchase or otherwise acquire shares of any class, bonds,
debentures, notes, scrip, warrants, obligations, evidences of indebtedness, or
other securities of the Corporation in such manner, upon such terms, and in
such amounts as the Board of Directors shall determine; subject, however, to
such limitations or restrictions, if any, as are contained in the express
terms of any class of shares of the Corporation outstanding at the time of the
purchase or acquisition in question or as are imposed by law or regulation.

                                 Article 19

                                     16
<PAGE>

                              TRANSFER OF SHARES

         Section 19.1     (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. No shares of stock shall be transferred on
the books of the Corporation until the outstanding certificates therefor have
been surrendered to the Corporation.

         Section 19.2     Registered stockholders 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
stockholder of the Corporation may certify in writing to the Corporation that
all or a portion of the shares registered in the name of such stockholder are
held for the account of a specified person or persons. The resolution shall
set forth:

                  (a)  The classification of stockholders 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 or
closing of the stock transfer books, the 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 a
resolution meeting 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 stockholder making the certification.

                                 Article 20

                              LOST CERTIFICATES

                                     17
<PAGE>

         Section 20.1     Where a stockholder of the Corporation alleges the
loss, theft or destruction of one or more certificates for shares of the
Corporation and requests the issuance of an substitute certificate therefor,
the Board of Directors may direct a new certificate of the same tenor and for
the same number of shares to be issued to such person upon such person's
making of an affidavit in form satisfactory to the Board of Directors setting
forth the facts in connection therewith, provided that prior to the receipt of
such request the Corporation shall not have either registered a transfer of
such certificate or received notice that such certificate has been acquired by
a bona fide purchaser. When authorizing such issue of a new certificate the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his heirs or legal representatives, as the case may be, to
advertise the same in such manner as it shall require or give the Corporation
a bond in such form and with surety or sureties, with fixed or open penalty,
as shall be satisfactory to the Board of Directors, as indemnity for any
ability or expense which it may incur by reason of the original certificate
remaining outstanding.

                                 Article 21

                                 DIVIDENDS

         Section 21.1     The Board of Directors may, from time to time, at
any duly convened regular or special meeting or by unanimous consent in
writing, declare and pay dividends upon the outstanding shares of capital
stock of the Corporation in cash, property or shares of the Corporation, so
long as any dividend shall not be in violation of law and the Articles of
Incorporation.

         Section 21.2     Before making any distribution of earned surplus,
there may be set aside out of the earned surplus of the Corporation such sum
or sums as the directors from time to time in their absolute discretion deem
expedient as a reserve fund to meet contingencies, or for equalizing
dividends, or for maintaining any property of the Corporation, or for any
other purpose. Any earned surplus of any year not distributed as dividends
shall be deemed to have thus been set apart until otherwise disposed of by the
Board of Directors.

         Section 21.3     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 22

                        FINANCIAL REPORT TO STOCKHOLDERS

         Section 22.1     The President and the Board of Directors shall present
prior to each annual meeting of the stockholders a full and complete statement
of the business and affairs of the Corporation for the preceding year.

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<PAGE>

                                   Article 23

                                  INSTRUMENTS

         Section 23.1     Any note, mortgage, evidence of indebtedness,
contract or other document, or any assignment or endorsement thereof, executed
or entered into between the Corporation and any other person, when signed by
one or more officers or agents having actual or apparent authority to sign it,
or by the President or a Vice President and Secretary or Assistant Secretary
or Treasurer or Assistant Treasurer of the Corporation, shall be held to have
been properly executed for and on behalf of the Corporation.

         Section 23.2     The affixation of the corporate seal shall not be
necessary to the valid execution, assignment or endorsement by the Corporation
of any instrument or other document.

                                  Article 24

                                  FISCAL YEAR

         Section 24.1     The fiscal year of the Corporation shall be the
calendar year, December 31.

                                   Article 25

                                      SEAL

         Section 25.1     The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and the words "Corporate
Seal, Pennsylvania." Such seal may be used by causing it or a facsimile
thereof to be impressed or affixed in any manner reproduced.

                                   Article 26

                           NOTICES AND WAIVERS THEREOF

         Section 26.1     Whenever written notice is required to be given to
any person under the provisions of applicable law, by the Articles of
Incorporation or of these 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 service specified), telex or
TWX (with answerback received) or courier service, charges prepaid, or by
telecopier, to his address (or to his telex, TWX, telecopier or telephone
number) appearing on the books of the Corporation or, in the case of
directors, supplied by him to the Corporation for the purpose of notice. If
the notice is sent by mail, telegraph or courier service, it shall be deemed
to have been given to the person entitled thereto when deposited in the United
States mail or with a telegraph office or courier service for delivery to that
person or, in the case of telex or TWX, when dispatched. A notice of meeting
shall specify the place, day and hour of the meeting and any other information
required by any other provision of these Bylaws.

                                     19
<PAGE>

         Section 26.2     Whenever any written notice is required to be given
under the provisions of applicable law, the Articles of Incorporation or of
these Bylaws, a waiver thereof in writings, signed by the person or persons
entitled to the notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of the notice. Except as otherwise required
by these Bylaws, 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 stockholders, the waiver of notice shall specify
the general nature of the business to be transacted.

         Section 26.3     Attendance of a person at any meeting shall
constitute a waiver of notice of the meeting except where a person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting was not lawfully called
or convened.

         Section 26.4     Whenever any notice or communication is required to
be given to any person under the provisions of applicable law, the Articles of
Incorporation, these Bylaws, the terms of any agreement and any other
instrument or as a condition precedent to taking any corporate action, and
communication with that person is then unlawful, the giving of the notice or
communication to that person shall not be required and there shall be no duty
to apply for a license or other permission to do so. Any action or meeting
that is taken or held without notice or communication to that person shall
have the same validity as if the notice or communication had been duly given.
If the action taken is such as to require the filing of any document with
respect thereto under any provision of law or any agreement or other
instrument, it shall be sufficient, if such is the fact and if notice or
communication is required, to state therein that notice or communication was
given to all persons entitled to receive notice or communication except
persons with whom communication was unlawful.

         Section 26.5     Section 26.4 shall also be applicable to any
stockholder with whom the Corporation has been unable to communicate for more
than twenty-four (24) consecutive months because communications to the
stockholder are returned unclaimed or the stockholder has otherwise failed to
provide the Corporation with a current address. Whenever the stockholder
provides the Corporation with a current address, Section 26.4 shall cease to
be applicable to the stockholder under this Section 26.5

                                Article 27

                               EMERGENCIES

         Section 27.1     The Board of Directors may adopt emergency Bylaws,
subject to repeal or change by action of the stockholders, which shall,
notwithstanding any different provisions of law, of the Articles of
Incorporation or of these Bylaws, be effective during any emergency resulting
from an attack on the United States, a nuclear disaster or another catastrophe
as a result of which a quorum of the Board of Directors cannot readily be
assembled. The emergency Bylaws may make any provision that may be appropriate
for the circumstances of the emergency including, procedures for calling
meetings of the Board of Directors, quorum requirements for meetings and
procedures for designating additional or substitute directors.

                                     20
<PAGE>

         Section 27.2     The Board of Directors, either before or during any
emergency, may provide, and from time to time modify, lines of succession in
the event that during the emergency any or all officers or agents of the
Corporation shall for any reason be rendered incapable of discharging their
duties and may, effective in the emergency, change the head offices or
designate several alternative head offices or regional offices of the
Corporation or authorize the officers to do so.

         Section 27.3     A representative of the Corporation acting in
accordance with any emergency Bylaws shall not be liable except for willful
misconduct and shall not be liable for any action taken by him in good faith
in an emergency in furtherance of the ordinary business affairs of the
Corporation even though not authorized by the emergency or other Bylaws then
in effect.

         Section 27.4     To the extent not inconsistent with any emergency
Bylaws so adopted, the Bylaws of the Corporation shall remain in effect during
any emergency and, upon its termination, the emergency Bylaws shall cease to
be effective.

         Section 27.5     Unless otherwise provided in emergency Bylaws,
notice of any meeting of the Board of Directors during an emergency shall be
given only to those directors to whom it is feasible to reach at the time and
by such means as are feasible at the time, including publication,
radio or television. To the extent required to constitute a quorum at any
meeting of the Board of Directors during any emergency, the officers of the
Corporation who are present shall, unless otherwise provided in emergency
Bylaws, be deemed, in order of rank and within the same rank in order of
seniority, directors for the meeting.

                                   Article 28

                                   AMENDMENTS

         Section 28.1     These Bylaws may be altered, amended or repealed by
the affirmative vote of the holders of a majority of the outstanding shares of
Common Stock at any regular or special meeting duly convened after notice to
the stockholders of that purpose, or by a majority vote of the members of the
Board of Directors at any regular or special meeting thereof duly convened
after notice to the directors of that purpose, subject always to the power of
the stockholders to change such action of the Board of Directors by the
affirmative vote of the holders of a majority of the outstanding share of
Common Stock.

Adopted on March 21, 2002

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