Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF PMA CAPITAL CORPORATION

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`Table of Contents
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   Article/Section       Title                                                       Page No
   ---------------       -----                                                       -------

  Article 1               Corporate Office .........................................    1
  Section 1.1             Registered Office ........................................    1
  Section 1.2             Other Offices ............................................    1

  Article 2               Shareholder; Share Certificates ..........................    1
  Section 2.1             Shares; Share Certificates  ..............................    1
  Section 2.2             Lost Certificates ........................................    1
  Section 2.3             Transfer of Shares  ......................................    1
  Section 2.4             Transfer Agents and Registrars  ..........................    2
  Section 2.5             Transfer Rules  ..........................................    2
  Section 2.6             Uncertificated Shares  ...................................    2

  Article 3               Shareholders Meetings  ...................................    2
  Section 3.1             Place of Meeting  ........................................    2
  Section 3.2             Annual Meetings  .........................................    2
  Section 3.3             Special Meetings  ........................................    2
  Section 3.4             Notice of Meetings  ......................................    2
  Section 3.5             Notice of Meeting Not Required  ..........................    2
  Section 3.6             Electronic Shareholder Meetings  .........................    3
  Section 3.7             Nomination of Directors  .................................    3
  Section 3.8             Notice of Shareholder Business  ..........................    4

  Article 4               Quorum of Shareholders  ..................................    5
  Section 4.1             Requirement of Quorum  ...................................    5
  Section 4.2             Quorum  ..................................................    5
  Section 4.3             Continuation of Business  ................................    6
  Section 4.4             Adjournments  ............................................    6
  Section 4.5             Limits on Adjournments  ..................................    6
  Section 4.6             Votes Necessary  .........................................    6

  Article 5               Proxies  .................................................    6
  Section 5.1             Proxies; Revocability  ...................................    6
  Section 5.2             Multiple Proxies  ........................................    7

  Article 6               Record Date  .............................................    7
  Section 6.1             Fixing of Record Date  ...................................    7

  Article 7               Shareholder List  ........................................    7
  Section 7.1             Shareholder List  ........................................    7
  Section 7.2             Validity of Action  ......................................    7
  Section 7.3             Transfer Books  ..........................................    8
  Section 7.4             Registered Shareholders  .................................    8

  Article 8               Judges of Election  ......................................    8
  Section 8.1             Appointment  .............................................    8

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  Section 8.2             Vacancy  .................................................    8
  Section 8.3             Duties  ..................................................    8
  Section 8.4             Reports  .................................................    8

  Article 9               No Consent of Shareholders in Lieu of Meeting                 8
  Section 9.1             No Action by Consent  ....................................    8


  Article 10              Directors  ...............................................    9
  Section 10.1            Number; Powers  ..........................................    9
  Section 10.2            Election  ................................................    9
  Section 10.3            Qualification  ...........................................    9
  Section 10.4            Meeting without Notice  ..................................    9
  Section 10.5            Regular Meetings  ........................................    9
  Section 10.6            Special Meetings  ........................................    9
  Section 10.7            Quorum  ..................................................    9
  Section 10.8            Electronic Meetings  .....................................    9
  Section 10.9            Chairman of the Board....................................     10
  Section 10.10           Additional Directorships..................................    10


  Article 11              Removal of Directors  ....................................    10
  Section 11.1            Removal by Shareholders  .................................    10
  Section 11.2            Declared Vacancies .......................................    10
  Section 11.3            Removal of Board  ........................................    10

  Article 12              Vacancies in the Board of Directors  .....................    10
  Section 12.1            Filling Vacancies ........................................    10
  Section 12.2            Vacancies; Resignations  .................................    11

  Article 13              Director Action by Unanimous Written Consent                  10
  Section 13.1            Unanimous Consent  .......................................    10

  Article 14              Compensation of Directors  ...............................    11
  Section 14.1            Compensation  ............................................    11

  Article 15              Committees  ..............................................    11
  Section 15.1            Establishment  ...........................................    11
  Section 15.2            Executive Committees  ....................................    11
  Section 15.3            Audit Committee  .........................................    12
  Section 15.4            Alternative Members  .....................................    12
  Section 15.5            Status of Committee Action  ..............................    12

  Article 16              Liability of Directors  ..................................    12
  Section 16.1            Fiduciary Duties  ........................................    12
  Section 16.2            Fiduciary Duties; Consideration  .........................    13
  Section 16.3            Presumption of Good Faith  ...............................    13
  Section 16.4            No Personal Liability; Exceptions.........................    13
  Section 16.5            Amendments  ..............................................    13

  Article 17              Officers  ................................................    13
  Section 17.1            Numbers and Qualifications  ..............................    13
  Section 17.2            Election; Resignation  ...................................    14
  Section 17.3            Actions in Good Faith  ...................................    14

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  Section 17.4            Removal  .................................................    14
  Section 17.5            Voting of Stock in Other Corporations ....................    14


  Article 18              Duties of Officers  ......................................    14
  Section 18.1            President ................................................    14
  Section 18.2            Vice President  ..........................................    15
  Section 18.3            Secretary  ...............................................    15
  Section 18.4            Treasurer  ...............................................    15
  Section 18.5            Assistant Secretary ......................................    15
  Section 18.6            Assistant Treasurer  .....................................    15
  Section 18.7            Assistant Officers  ......................................    15
  Section 18.8            Bonds  ...................................................    15
  Section 18.9            Designations  ............................................    16



  Article 19              Indemnification of Officers, Directors, Employees, and
                          Agents  ..................................................    16
  Section 19.1            Indemnification  .........................................    16
  Section 19.2            Non-Exclusivity ..........................................    16
  Section 19.3            Expenses  ................................................    16
  Section 19.4            Continuation  ............................................    16
  Section 19.5            Securing Obligations  ....................................    16
  Section 19.6            Separate Agreement  ......................................    17
  Section 19.7            Defense of Claims  .......................................    17
  Section 19.8            Insurance  ...............................................    17
  Section 19.9            Amendment  ...............................................    18

  Article 20              Fiscal Year  .............................................    18
  Section 20.1            Fiscal Year  .............................................    18

  Article 21              Notices  .................................................    18
  Section 21.1            Manner of Giving Written Notice  .........................    18
  Section 21.2            Waiver of Notice  ........................................    18

  Article 22              Amendments  ..............................................    19
  Section 22.1            Amendments Requiring Shareholder Approval  ...............    19
  Section 22.2            Amendments Requiring Notice  .............................    19
  Section 22.3            Other Amendments  ........................................    19`

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AMENDED AND RESTATED BYLAWS OFPMA CAPITAL CORPORATION

ARTICLE 1

Corporate Office

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

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

ARTICLE 2

Shareholders; Share Certificates

Section 2.1  Shares;
Share Certificates. Except as set forth in Section 2.6, all  shares issued by the
Corporation shall be represented by certificates. The share  certificates of the
Corporation shall be numbered and registered in a share  register as they are issued;
shall state that the Corporation is incorporated  under the laws of the Commonwealth of
Pennsylvania; shall bear the name of the  registered holder, the number and class of
shares and the designation of the  series, if any, represented thereby, the par value, if
any, of each share or a  statement that the 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 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,  such share certificate 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 2.2  Lost
Certificates. Duplicate certificates may be issued for those lost or  destroyed,
under such terms as may be prescribed by the Board of Directors.

Section 2.3  Transfer
of Shares. Upon surrender to the Corporation or the transfer  agent of the
Corporation of a share certificate duly endorsed by the person  named in the certificate
or by attorney duly appointed in writing and  accompanied where necessary by the proper
evidence of succession, assignment or  authority to transfer, a new certificate shall be
issued to the person entitled  thereto and the old certificate canceled and the transfer
recorded on the share  register of the Corporation. A transferee of shares of the
Corporation shall not  be a record holder of such shares entitled to the rights and
benefits associated  therewith unless and until the share transfer has been recorded on
the share  transfer books of the Corporation. No transfer shall be made if it would be
inconsistent with the provisions of (i) Article 8 of the Pennsylvania Uniform  Commercial
Code or (ii) Article 2 of these Bylaws.

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Section 2.4  Transfer
Agents and Registrars. The Board of Directors may appoint, or  authorize any officer
or officers to appoint, one or more transfer agents and  one or more registrars.

Section 2.5  Transfer
Rules. The Board of Directors may make such additional rules and  regulations, not
inconsistent with these Bylaws, as it may deem expedient  concerning the issue, transfer
and registration of certificates for shares of  stock of the Corporation.

Section 2.6  Uncertificated
Shares. Notwithstanding anything herein to the contrary,  any or all classes and
series of shares, or any part thereof, may be represented  by uncertificated shares to
the extent determined by the Board of Directors,  except that shares represented by a
certificate that is issued and outstanding  shall continue to be represented thereby
until the certificate is surrendered to  the Corporation. Within a reasonable time after
the issuance or transfer of  uncertificated shares, the Corporation shall send to the
registered owner  thereof, a written notice containing the information required to be set
forth or  stated on certificates. The rights and obligations of the holders of shares
represented by certificates and the rights and obligations of the holders of
uncertificated shares of the same class and series shall be identical.  Notwithstanding
anything herein to the contrary, the provisions of Section 2.3  shall be inapplicable to
uncertificated shares and in lieu thereof the Board of  Directors shall adopt alternative
procedures for registration of transfers.

ARTICLE 3

Shareholders Meetings

Section 3.1  Place of
Meetings. All meetings of the shareholders shall be held at such  time and place,
within or without the Commonwealth of Pennsylvania, as may be  determined from time to
time by the Board of Directors and need not be held at  the registered office of the
Corporation.

Section 3.2  Annual
Meetings. An annual meeting of the shareholders for the election  of directors and
the transaction of such other business as may properly be  brought before the meeting
shall be held in each calendar year at such time and  place as may be determined by the
Board of Directors.

Section 3.3  Special
Meetings. Special meetings of the shareholders may be called at  any time only by the
Chairman, President or the Board of Directors.

Section 3.4  Notice of
Meetings. Notice of each meeting other than an adjourned  meeting of shareholders,
stating the place and time, and, in the case of a  special meeting of shareholders, the
general nature of the business to be  transacted, shall be provided to each shareholder
of record entitled to vote at  the meeting at such address as appears on the books of the
Corporation. Business  transacted at any special meeting shall be limited to the purposes
stated in the  notice. Such notice shall be given, in accordance with the provisions of
Article  21 of these Bylaws, at least (i) ten days prior to the day named for a meeting
to consider a fundamental change under Chapter 19 of the Pennsylvania Business
Corporation Law of 1988 (the BCL) or (ii) five days prior to the day  named
for the meeting in any other case.

Section 3.5  Notice of
Meeting Not Required. Whenever the Corporation has been unable  to communicate with a
shareholder for more than 24 consecutive months because  communications to the
shareholder are returned unclaimed or the shareholder has  otherwise failed to provide
the Corporation with a current address, the giving  of notice to such shareholder
pursuant to Section 3.4 of these Bylaws shall not  be required. Any action or meeting
that is taken or held without notice or

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communication to that shareholder shall have the same validity
as if the notice or communication had been duly given. Whenever a shareholder
provides the Corporation with a current address this Section 3.5 shall cease to
be applicable to such shareholder. The Corporation shall not be required to give
notice to any shareholder pursuant to Section 3.4 hereof if and for as long as
communication with such shareholder is unlawful.

Section 3.6  Electronic
Shareholder Meetings. The Board of Directors may provide by  resolution with respect
to a specific meeting or with respect to a class of  meetings that one or more
shareholders may participate in such meeting or  meetings of shareholders by means of
conference telephone or other  communications equipment by means of which all persons
participating in the  meeting can hear one another. Participation in the meeting by such
means shall  constitute presence in person at the meeting. Any notice otherwise required
to  be given in connection with any meeting at which participation by conference
telephone or other communications equipment is permitted shall so specify.

Section 3.7  Nomination
of Directors.

(a)
Nominations of persons for election to the Board of  Directors of the Corporation may be
made at an annual meeting of shareholders  (x) by or at the direction of the Board of
Directors or by a Nominating  Committee appointed by the Board of Directors and
consisting of directors  continuing in office (the Nominating Committee) or
(y) by any  shareholder of the Corporation who is a shareholder of record at the time of
giving of notice provided for in this Section 3.7(a), who shall be entitled to  vote for
the election of directors at the meeting and who complies with the  notice procedures set
forth in this Section 3.7(a). Such nominations, other than  those made by or at the
direction of the Board of Directors or Nominating  Committee, shall be made pursuant to
timely notice in writing to the Secretary  of the Corporation. 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 the close of business on the 90th day
before the date  of the Corporations proxy statement in connection with the
previous  years annual meeting; provided, however, that in the event that the date
of the annual meeting is more than 30 days before or after the first year  anniversary
date of the prior years annual meeting, notice by the  shareholder to be timely,
must be so received not later than the close of  business on the later of
the 90th day  prior to such annual meeting or  the 10th day
following the earlier of the  date on which public  announcement of the date of the
annual meeting is first made or the  date the  notice of the meeting is first mailed to
shareholders. In no event shall the  public announcement of an adjournment of an annual
meeting commence a new time  period  for the giving of a shareholders notice as
described above. Such  shareholders  notice shall set forth (x) as to each person
whom the  shareholder proposes to nominate  for election or reelection as a director the
name and address of such person and all  information relating to such person that  is
required to be disclosed in solicitations of  proxies for election of  directors, or is
otherwise required, in each case pursuant to  Regulation 14A  under the Securities
Exchange Act of 1934, as amended (the Exchange  Act) (including such persons
written consent to being named in the  proxy  statement as a nominee and to serving as a
director if elected); and (y)  as to the  shareholder giving notice (i) the name and
address of the shareholder  as they appear on  the Corporations share transfer
books who intends to  make the nomination (Nominating  Shareholder); (ii) the
name and  address of the beneficial owner, if different than  the Nominating Shareholder,
of any of the shares owned of record by the Nominating  Shareholder  (Beneficial
Holder); (iii) the number of shares of each class  and  series of shares of the
Corporation which are owned of record and beneficially  by  the Nominating Shareholder
and the number which are owned beneficially by any  Beneficial  Holder; (iv) a
description of all arrangements and understandings  between the Nominating  Shareholder
and any Beneficial Holder and any other  person or persons (naming such  person or
persons) pursuant to which the  nomination is being made; and (v) a

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representation that the Nominating  Shareholder is at the time of giving
of the notice,  was or will be on the record  date for the meeting, and will be on the
meeting date a  holder of record of  shares 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. No person shall be eligible for election at
any meeting  of  shareholders as a director of the Corporation unless nominated in
compliance  with the  procedures set forth in this Section. The chairman of the meeting
shall, if the facts  warrant, determine and declare to the meeting that a  nomination was
not made in  compliance with the procedures prescribed by the  Bylaws, and if he should
so determine,  he shall so declare to the meeting and  the defective nominations shall be
disregarded.  Notwithstanding the foregoing  provisions of this Section, a shareholder
shall also  comply with all applicable  requirements of the Exchange Act and the rules
and  regulations thereunder with  respect to the matters set forth in this Section 3.7.

(b)
Nominations of persons for election to the Board of  Directors may be made at a special
meeting of shareholders at which directors  are to be elected pursuant to the Corporations
notice of meeting (x) by or  at the direction of the Board of Directors or by the
Nominating Committee or (y)  provided that the Board of Directors has determined that
directors shall be  elected at such meeting, by any shareholder of the Corporation who is
a  shareholder of record at the time of giving of notice provided for in this  Section
3.7(b) who shall be entitled to vote for the election of directors at  the meeting and
who complies with the notice procedures set forth in this  Section 3.7(b). In the event
the Corporation calls a special meeting of  shareholders for the purpose of electing one
or more directors to the Board of  Directors, any such shareholder may nominate a person
or persons ( as the case  may be), for election to such position(s) as specified in the
Corporations  notice of meeting, if the shareholders notice in the form
required by  Section 3.7(a) shall be delivered to the Secretary at the principal
executive  offices of the Corporation not earlier than the close of business on the  90th day
prior to such special meeting and not later than the close  of business on the later of
the 60th day prior to such special  meeting or the 10th day
following the earlier of the date on which  public announcement is first made of the date
of the special meeting or the date  the notice of the special meeting is first mailed to
shareholders. In no event  shall the pubic announcement of an adjournment of a special
meeting commence a  new time period for the giving of a stockholders notice as
described  above.

(c)
For purposes of this Section 3.7, public  announcement shall mean disclosure
in a press release reported by the Dow  Jones News Service, PR Newswire, Associate Press
or comparable national news or  wire service or in a document publicly filed by the
Corporation with the  Securities and Exchange Commission pursuant to Section 13, 14, or
15(d) of the  Exchange Act.

Section 3.8  Notice of
Shareholder Business. At the annual meeting of shareholders,  only such business
shall be conducted as shall have been properly brought before  the meeting. To be
properly brought before an annual meeting, business must be a  proper subject for
shareholder action under these Bylaws and Pennsylvania law  and must be (a) specified in
the notice of meeting (or any supplement thereto)  given by or at the direction of the
Board of Directors, (b) otherwise properly  brought before the meeting by or at the
direction of the Board of Directors, or  (c) otherwise properly brought before the annual
meeting by a shareholder of the  Corporation who is a shareholder of record at the time
of giving of notice  provided for in this Section and who shall be entitled to vote at
the meeting.  For business to be properly brought before an annual meeting by a
shareholder,  the shareholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a shareholders notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not later than the close of business on the 90th day  before the
date of the Corporations proxy statement in connection with the  previous years
annual meeting; provided, however, that in the event that  the date of the annual meeting
is more than 30 days before or after the first  year anniversary date of the prior years
annual meeting, notice by the  shareholder, to be timely,

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must be so received not later
than the close of  business on the later of the 90th day prior to such annual
meeting or  the 10th day following the earlier of the date on which public
announcement of the date of the annual meeting is first made or the date notice  of the
meeting is first mailed to shareholders. In no event shall the public  announcement of an
adjournment of an annual meeting commence a new time period  for giving of a shareholders
notice as described above. A  shareholders notice to the Secretary shall set forth
as to each matter the  shareholder proposes to bring before the annual meeting (a) the
name and address  of the shareholder as it appears on the Corporations share
transfer  books who intends to bring the business before the annual meeting  (Proposing
Shareholder); (b) the name and address of the beneficial  owner, if different than
the Proposing Shareholder, of any of the shares owned  of record by the Proposing
Shareholder (Beneficial Owner); (c) the  number of shares of each class and
series of shares of the Corporation which are  owned of record and beneficially by the
Proposing Shareholder and the number  which are owned beneficially by any Beneficial
Owner; (d) any interest (other  than an interest solely as a shareholder) which the
Proposing Shareholder or a  Beneficial Owner has in the business being proposed by the
Proposing  Shareholder; (e) a description of all arrangements and understandings between
the Proposing Shareholder and any Beneficial Owner and any other person or  persons
(naming such person or persons) pursuant to which the proposal in the  Shareholder Notice
is being made; (f) a description of the business which the  Proposing Shareholder seeks
to bring before the annual meeting, the reason for  doing so and, if a specific action is
to be proposed, the text of the resolution  or resolutions which the Proposing
Shareholder proposes that the Corporation  adopt; and (g) a representation that the
Proposing Shareholder is at the time of  giving the Shareholder Notice, was or will be on
the record date for the  meeting, and will be on the meeting date a holder of record of
shares of the  Corporation entitled to vote at such meeting, and intends to appear in
person or  by proxy at the meeting to bring the business specified in the shareholder
notice before the meeting. Notwithstanding anything in the Bylaws to the  contrary, no
business shall be conducted at an annual meeting except in  compliance with the
procedures set forth in this Section 3.8. The chairman of  the meeting shall, if the
facts warrant, determine and declare to the meeting  that business was not properly
brought before the meeting in compliance with the  provisions of this Section 3.8, and if
he should so determine, he shall so  declare to the meeting and any such business not
properly brought before the  meeting shall not be transacted. At any special meeting of
shareholders, only  such business shall be conducted as shall have been brought before
the meeting  by or at the direction of the Board of Directors. For purposes of this
Section  3.8, public announcement shall have the same meaning as set forth in
Section 3.7(c).

ARTICLE 4

Quorum of Shareholders

Section 4.1  Requirement
of Quorum. A meeting of shareholders duly called shall not be  organized for the
transaction of business unless a quorum is present.

Section 4.2  Quorum.
The presence, in person or by proxy, of shareholders entitled to  cast at least a
majority of the votes that all shareholders are entitled to cast  on a particular matter
to be voted upon at the meeting shall constitute a quorum  for purposes of consideration
and action on such matters. To the extent that a  quorum is present with respect to
consideration of and action on a particular  matter or matters but a quorum is not
present as to another matter or matters,  consideration of an action on the matter or
matters for which a quorum is  present may occur and, after such consideration and
action, the meeting may be  adjourned for purposes of the consideration of and action on
the matter or  matters for which a quorum is not present.

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Section 4.3  Continuation
of Business. The shareholders present at a duly organized  meeting can continue to do
business until adjournment notwithstanding the  withdrawal of enough shareholders to
leave less than a quorum.

Section 4.4  Adjournments. If
a meeting of shareholders cannot be organized because a  quorum is not present, those
present in person or by proxy, may, except as  otherwise provided by statute, adjourn the
meeting to such time and place as  they may determine, without notice other than an
announcement at the meeting,  until the requisite number of shareholders for a quorum
shall be present in  person or by proxy.

Section 4.5  Limits on
Adjournments. Notwithstanding the provisions of Sections 4.1,  4.2, 4.3 and 4.4 of
these Bylaws:

| | (1) | Any
meeting  at which directors are to be elected may be adjourned only from  day  to day, or
for such longer periods not exceeding 15 days each, as the shareholders  present  and
entitled to vote shall direct.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Those
shareholders entitled to vote who attend a meeting called for election of  directors that
has been once previously adjourned for lack of a quorum, although  less than a quorum as
fixed in these Bylaws, shall nevertheless constitute a  quorum for the purpose of
electing directors.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Those
shareholders entitled to vote who attend a meeting that has been previously  adjourned
for one or more periods aggregating at least 15 days because of an  absence of a quorum,
although less than a quorum as fixed in these Bylaws, shall  nevertheless constitute a
quorum for the purpose of acting upon any matter set  forth in the notice of the meeting
if the notice states that those shareholders  who attend the adjourned meeting shall
nevertheless constitute a quorum for the  purpose of acting upon the matter.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 4.6  Votes
Necessary. Except as otherwise provided by statute, the Articles of  Incorporation or
these Bylaws, at any duly organized meeting of shareholders,  the affirmative vote of a
majority of the votes cast by all shareholders  entitled to vote thereon shall decide any
question brought before such meeting,  and, if any shareholders are entitled to vote
thereon as a class, the  affirmative vote of a majority of the votes by the shareholders
entitled to vote  as a class shall decide any such question.

ARTICLE 5

Proxies

Section 5.1  Proxies;
Revocability. Every shareholder entitled to vote at a meeting of  shareholders, or to
express consent or dissent to corporate action in writing  without a meeting, may
authorize another person or persons to act for him by  proxy. Every proxy shall be
executed or authenticated by the shareholder or his  duly authorized attorney-in-fact and
filed with or transmitted to the Secretary  of the Corporation or its designated
agent. A shareholder or his duly  authorized attorney-in-fact may execute or authenticate
a writing or transmit an  electronic message authorizing another person to act for him by
proxy. A  telegram, telex, cablegram, datagram, e-mail, Internet communication or other
means of electronic transmission from a shareholder or attorney-in-fact, or
photographic, facsimile or similar reproduction of a writing executed by a  shareholder
or attorney-in-fact may be treated as properly executed or  authenticated and shall so be
so treated if it sets forth or utilizes a

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confidential  and unique identification number  or mark furnished by the
Corporation to the  shareholder for the purposes of a particular  meeting or
transaction. 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 in  writing or by
electronic transmissionthereof has  been given to the  Secretary of the
Corporation or its designated agent. An unrevoked  proxy shall  not be valid after three
years from the date of its execution unless a  longer  time is expressly provided
therein.  A proxy shall not be revoked by the death or  incapacity of the maker, unless
before the  vote is counted or the authority is  exercised, written notice of such death
or  incapacity is given to the Secretary  of the  Corporation.

Section 5.2  Multiple
Proxies. Where two or more proxies of a shareholder are present,  the Corporation
shall, unless otherwise expressly provided in the proxy, accept  as the vote of all
shares represented thereby the vote cast by a majority of  them and, if a majority of the
proxies cannot agree whether the shares  represented shall be voted or upon the manner of
voting the shares, the voting  of the shares shall be divided equally among those
persons.

ARTICLE 6

Record Date

Section 6.1  Fixing of
Record Date. The Board of Directors may fix a time prior to the  date of any meeting
of shareholders as a record date for the determination of  the shareholders entitled to
notice of, or to vote at, the meeting, which time,  except in the case of an adjourned
meeting, shall not be more than 90 days prior  to the date of the meeting of
shareholders. Only shareholders of record on the  date so fixed shall be entitled to
notice of, or to vote at, such meeting,  notwithstanding any transfer of shares on the
books of the Corporation after any  record date fixed as aforesaid. The Board of
Directors may similarly fix a  record date for the determination of shareholders of
record for any other  purpose, such as the payment of a distribution or conversion or
exchange of  shares.

ARTICLE 7

Shareholder List

Section 7.1  Shareholder
List. The officer or agent having charge of the share  transfer books of the
Corporation shall make a complete alphabetical list of the  shareholders entitled to vote
at any meeting, with their addresses and the  number of shares held by each. The list
shall be produced and kept open at the  time and place of the meeting for inspection by
any shareholder during the  entire meeting except that if the Corporation has 5,000 or
more shareholders, in  lieu of the making of the list the Corporation may make the
information  available at the meeting by other means.

Section 7.2  Validity
of Action. Failure to comply with the provisions of Section 7.1  of these Bylaws
shall not affect the validity of any action taken at a meeting  prior to a demand at the
meeting by any shareholder entitled to vote thereat to  examine the list.

Section 7.3  Transfer
Books. The original transfer books for shares of the  Corporation, or a duplicate
thereof kept in the Commonwealth of Pennsylvania,  shall be prima facie evidence as to
who are the shareholders entitled to examine  the list or transfer books for shares or to
vote at any meeting.

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Section 7.4  Registered
Shareholders. The Corporation shall be entitled to recognize  the exclusive right of
a person registered on its records as the owner of a  share of stock to receive dividends
and to vote as such owner, shall be entitled  to hold liable for calls and assessments,
if any, a person registered on its  records as the owner of shares of stock, and shall
not be bound to recognize any  equitable or other claim to or interest in such share or
shares of stock on the  part of any other person, whether or not it shall have express or
other notice  thereof, except as otherwise provided by the BCL.

ARTICLE 8

Judges of Election

Section 8.1  Appointment.
Prior to any meeting of shareholders, the Board of Directors  may appoint judges of
election, who may but need not be shareholders, to act at  such meeting or any
adjournment thereof. If judges of election are not so  appointed, the presiding officer
of any such meeting may, and on the request of  any shareholder or his proxy shall, make
such appointment at the meeting. The  number of judges shall be one or three. No person
who is a candidate for an  office to be filled at the meeting shall act as a judge of
election.

Section 8.2  Vacancy.
In case any person appointed as a judge of election fails to  appear or fails or refuses
to act, the vacancy so created 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  Duties.
The judges of election shall determine the number of shares  outstanding and the voting
power of each, the shares represented at the meeting,  the existence of a quorum and the
authenticity, validity and effect of proxies.  The judges of election shall also 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 other 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 practicable. If  there
are three judges of election, the decision, act or certificate of a  majority shall be
the decision, act or certificate of all.

Section 8.4  Reports.
On request of the presiding officer of the meeting or of any  shareholder, the judges of
election shall make a report in writing of any  challenge, question or matter determined
by them and execute a certificate of  any fact found by them. Any report or certificate
made by them shall be prima  facie evidence of the facts found by them.

ARTICLE 9

No Consent of Shareholders in Lieu of Meeting

Section 9.1  No Action
by Consent. No action of the shareholders shall be taken by  either unanimous consent
or partial consent or other consent in lieu of a  meeting.

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ARTICLE 10

Directors

Section 10.1  Number;
Powers. The business and affairs of the Corporation shall be  managed under the
direction of a Board of Directors of not less than 9 or more  than 24 directors. The
number of directors will be fixed from time to time  exclusively pursuant to a resolution
adopted by the Board of Directors. The  Board of Directors shall be divided into three
classes consisting of as nearly  equal in number of directors as possible, and directors
of each class shall be  elected for a term of three years and until their successors are
elected and  qualified or until their earlier death, resignation or removal. A decrease
in  the number of directors shall not have the effect of shortening the term of any
incumbent director. The Board of Directors shall increase or decrease the number  of
directors in one or more classes as may be appropriate whenever it increases  or
decreases the number of directors that constitute the full Board of Directors  in order
to ensure that the three classes shall be as nearly equal in number of  directors as
possible. The Board of Directors may exercise all such powers of  the Corporation and do
all such lawful acts and things as are required or  permitted to be exercised and done by
statute, the Articles of Incorporation or  these Bylaws.

Section 10.2  Election. In
all elections of directors, each shareholder, or his proxy,  shall be entitled to the
number of votes to which the shares of stock owned by  him are entitled to cast under the
Articles of Incorporation of the Corporation  and shall not be entitled to cumulate his
votes.

Section 10.3  Qualification.
Each director shall be a natural person of at least 18  years of age and need not be a
resident of the Commonwealth of Pennsylvania or a  shareholder of the Corporation. The
Board may adopt such policies regarding  qualifications for directors as it deems
appropriate.

Section 10.4  Meeting
without Notice. A meeting of the Board of Directors may be held  immediately
following the annual meeting of shareholders at which directors have  been elected
without the necessity of notice to the directors.

Section 10.5  Regular
Meetings. Regular Meetings of the Board of Directors shall be  held at such times and
places within or without the Commonwealth of Pennsylvania  as may be designated by the
Board of Directors or in the notice of meeting.

Section 10.6  Special
Meetings. A special meeting of the Board of Directors may be  called at any time by
the Chairman of the Board or the President on 24  hours notice to each director,
either by telephone, or if in writing, in  accordance with Article 21 of these Bylaws and
shall be called by either of them  or, in their absence, by the Secretary, upon the
request of three members of the  Board of Directors. Such special meeting of the Board of
Directors shall be held  at a time and place designated in the notice.

Section 10.7  Quorum.
A majority of the directors then in office shall constitute a  quorum for the transaction
of business at any regular or special meeting of the  Board of Directors, 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, except as may be otherwise specifically
provided by statute or by  the Articles of Incorporation or by these Bylaws.

Section 10.8.  Electronic
Meetings. 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 other
electronic technology communication equipment by means of  which all persons
participating in the

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meeting can hear one another.  Participation in a meeting by such  means
shall constitute presence in person at  the meeting.

Section 10.9  Chairman
of the Board. The Chairman of the Board may be an officer of the  Corporation if the
Board so designates and shall preside at all meetings of the  full Board of Directors and
at all meetings of the shareholders. In the absence  of a Chairman, such other director
may be designated by the majority of the  Board to preside at all meetings of the full
Board of Directors and at all  meetings of shareholders or the President shall so
preside. To be eligible to  serve, the Chairman of the Board must be a director of the
Company. He may serve  as a member of any committee of the Board, attend all meetings of
any such  committee and participate in the discussions of any such committee, except as
may otherwise be determined by the Board or provided in these Bylaws. He shall  perform
all duties incident to the office of Chairman of the Board and such  other duties as may
be from time to time assigned to him by the Board of  Directors.

Section 10.10  Additional
Directorships. The Board of Directors may, by resolution,  designate one or more of
its members to be Vice Chairman, Lead Director,  Presiding Director or such other title
as set forth in its resolutions creating  such directorships to perform such duties as
the Board shall set forth in such  resolutions.

ARTICLE 11

Removal of Directors

Section 11.1  Removal
by Shareholders. Except as otherwise provided in Section 11.3 of  these Bylaws, the
entire Board of Directors, or any class of the Board of  Directors or any individual
director, may be removed from office by vote of the  shareholders entitled to vote
thereon only for cause. If any directors are so  removed, new directors may be elected at
the same meeting.

Section 11.2  Declared
Vacancies. The Board of Directors may declare vacant the office  of a director who
has been judicially declared of unsound mind or who has been  convicted of an offense
punishable by imprisonment for a term of more than one  year.

Section 11.3  Removal
of Board. The Board of Directors may be removed at any time with  or without cause by
the unanimous vote of shareholders entitled to vote thereon.

ARTICLE 12

Vacancies in the Board of Directors

Section 12.1  Filling
Vacancies. Vacancies in the Board of Directors occurring for any  reason, including
vacancies resulting from an increase in the number of  directors, shall be filled by a
majority vote of the remaining members of the  Board of Directors, though less than a
quorum, or by a sole remaining director,  and each person so elected shall be a director
to serve for the balance of the  unexpired term and until his successor has been elected
and qualified or until  his earlier death, resignation or removal.

Section 12.2  Vacancies;
Resignations. When one or more directors resign from the Board  of Directors
effective at a future date, the directors then in office, including  those who have so

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resigned, shall have the power by a majority vote to fill the  vacancies,
the vote  thereon to take effect when the resignations become  effective.

ARTICLE 13

Director Action by Unanimous Written Consent

Section 13.1  Unanimous
Consent. Any action required or permitted to be taken at a  meeting of the Board of
Directors may be taken without a meeting if, prior or  subsequent to the action, a
consent or consents thereto by all of the directors  is filed with the Secretary of the
Corporation.

ARTICLE 14

Compensation of Directors

Section 14.1  Compensation.
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
receiving compensation for services  rendered to the Corporation in any other capacity.

ARTICLE 15

Committees

Section 15.1  Establishment.
The Board of Directors may, by resolution adopted by a  majority of the directors in
office, establish one or more committees consisting  of one or more directors as may be
deemed appropriate or desirable by the Board  of Directors to serve at the pleasure of
the Board. Any committee, to the extent  provided in the resolution of the Board of
Directors pursuant to which it was  created, shall have and may exercise all of the
powers and authority of the  Board of Directors, except that no committee shall have any
power or authority  as to the following:

| | (1) | The
submission to shareholders of any action requiring approval of shareholders;
| | --- | --------------------------------------------------------------------------------

| | (2) | The
creation or filling of vacancies in the Board of Directors;
| | --- | ---------------------------------------------------------------

| | (3) | The
adoption, amendment or repeal of these Bylaws;
| | --- | --------------------------------------------------

| | (4) | The
amendment or repeal of  any  resolution of the Board of Directors that by its terms is
amendable or  repealable only  by the Board of Directors; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Action
on matters committed  by the Bylaws or  resolution of the Board of Directors to another
committee of the Board of Directors, except that the Executive Committee of the Board of
Directors may  take action upon a subject
matter committed by the Bylaws or resolution of the  Board of Directors to another
committee of the Board of Directors, unless the  Bylaws or resolution of the Board of
Directors expressly provides that another  committee shall have exclusive authority with
respect to such matters.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 15.2  Executive
Committee. There shall be an Executive Committee, which shall consist of at least three
(3) and not more than six (6) directors. The Executive Committee shall have supervision
of all business of the Corporation and shall have the authority in between the time of
regular meetings of the Board of Directors to exercise all powers of the Corporation and
do all such lawful acts and things as are required or permitted to be exercised and done
by statute, the Articles of

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Incorporation or these Bylaws. The Executive Committee shall  have  the
power to create offices and titles as deemed desirable or advisable. The  holders of such
offices need not be directors of the Corporation.

Section 15.3  Audit
Committee. There shall be an Audit Committee, which shall consist of at least three (3)
members of the Board of Directors, none of whom shall be an officer or employee of the
Corporation or of any entity controlling, controlled by or under common control with the
Corporation and who are not beneficial owners of a controlling interest in the voting
stock of the Corporation or any such entity. The Audit Committee shall perform such
duties as are set forth in its charter.

Section 15.4  Alternate
Members. The Board of Directors may designate one or more directors as alternate members
of any committee who may replace any absent or disqualified members at any meeting of
the committee or for the purposes of any action by consent by the committee. In the
absence or disqualification of a member and alternate member or members of a committee,
the member or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another director
to act at the meeting in the place of the absent or disqualified member.

Section 15.5  Status of
Committee Action. The term Board of Directors or Board, when
used in any provision of these Bylaws relating to the organization or procedures of or
the manner of taking action by the Board of Directors, shall be construed to include and
refer to any committee of the Board of Directors. Any provision of these Bylaws relating
or referring to action to be taken by the Board of Directors or the procedure required
thereafter shall be satisfied by the taking of corresponding action by a committee of
the Board of Directors to the extent the authority to take the action has been delegated
to the committee by the Board of Directors.

ARTICLE 16

Liability of Directors

Section 16.1  Fiduciary
Duties. A director of the Corporation 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 care, 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: (i) one or more officers or employees of the
Corporation whom the director reasonably believes to be reliable and competent in the
matters presented; (ii) legal 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; or (iii) 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 16.2  Fiduciary
Duties; Consideration. In discharging the duties of their respective positions, the Board of
Directors, committees of the Board of Directors and individual directors may, in

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considering the best interests of the Corporation,  consider to the extent they deem
appropriate those factors set forth in Section  1715 of the BCL, including without
limitation:

| | (1) | The
effects  of any action upon any or all groups affected by such action, including
shareholders, employees, suppliers, customers and creditors of the Corporation,  and upon
communities in which offices or other establishments of the Corporation  are located.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The
short-term and long-term interests of the Corporation, including benefits that  may
accrue to the Corporation from its long-term plans and possibility that  these interests
may be best served by the continued independence of the  Corporation.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | The
resources, intent and conduct (past, stated and potential) of any person seeking  to
acquire control of the Corporation.
| | --- | ----------------------------------------------------------------------------------------------------------------------------

| | (4) | All other  pertinent factors.
| | --- | -----------------------------

The consideration of these factors shall not constitute a  violation of
Section 16.1 of this Article 16.

Section 16.3  Presumption
of Good Faith. 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 16.4 No Personal
Liability; Exceptions. A director of the Corporation shall not be personally liable for
monetary damages as such for any action taken, or any failure to take any action,
unless: (i) the director has breached or failed to perform the duties of his office
under Sections 16.1 through 16.3 of this Article 16; and (ii) the breach or failure to
perform constitutes self-dealing, willful misconduct or recklessness. The provisions of
this Section 16.4 of this Article 16 shall not apply to: (i) the responsibility or
liability of a director pursuant to any criminal statute; or (ii) the liability of a
director for the payment of taxes pursuant to local, state or federal law.

Section 16.5  Amendments.
Notwithstanding any other provisions of these Bylaws, the approval by the affirmative
vote of the holders of a majority of the outstanding voting power of the shares of stock
of the Corporation shall be required to amend, repeal or adopt any provision as part of
these Bylaws that is inconsistent with the purpose or intent of Sections 16.1, 16.2,
16.3, 16.4, or 16.5 of this Article 16, and, if any such action shall be taken, it shall
become effective only on a prospective basis from and after the date of such shareholder
approval. The provisions of Section 16.1, 16.3, and 16.4 were originally adopted by the
shareholders of the Corporation on April 27, 1987.

ARTICLE 17

Officers

Section 17.1  Numbers and
Qualifications. The Corporation shall have a President, a Secretary and a Treasurer or
persons who shall act as such, regardless of the name or title by which they may be
designated, elected or appointed and may have such other officers and assistant officers
as the Board of Directors may authorize from time to time. The President and Secretary
shall be natural persons of at least 18 years of age. The Treasurer may be a
corporation, but if a natural person shall be of at least 18 years of age. The President
shall be the chief executive officer of the Corporation. The President shall be, and
each officer may be, a director of the Corporation. The offices of Secretary and
Treasurer may be filled by one person.

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Section 17.2  Election;
Resignation. The officers shall be elected by the Board of Directors, or the Board of
Directors may authorize the President to appoint one or more classes of officers with
such titles (including the titles of Vice President,  Secretary and
Treasurer), powers,  duties and compensation as may be approved by  such persons. Each
officer shall hold  office at the pleasure of the Board of  Directors and until his
successor has been  elected and qualified or until his  earlier death, resignation or
removal. Any officer  may resign at any time upon  written notice to the Corporation. The
resignation shall be  effective upon  receipt thereof by the Corporation or at such
subsequent time as may be  specified in the notice of resignation.

Section 17.3  Actions in
Good Faith. Except as otherwise provided in the Articles of Incorporation, an officer
shall perform his duties as an officer in good faith, in a manner he reasonably believes
to be in the best interests of the Corporation and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use under similar
circumstances. A person who so performs his duties shall not be liable by reason of
having been an officer of the Corporation.

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

Section 17.5  Voting of
Stock in Other Corporations. If authorized by the Board of Directors, any officer of the
Corporation may appoint an attorney or attorneys (who may be or include such officer),
in the name and on behalf of the Corporation, to cast the votes which the Corporation
may be entitled to cast as a shareholder or otherwise in any other corporation any of
whose shares or other securities are held by or for the Corporation, at meetings of the
holders of the shares or other securities of such other corporation, or in connection
with the ownership of such shares or other securities, to consent in writing to any
action by such other corporation, and may instruct the person or persons so appointed as
to the manner of casting such votes or giving such consent, and may execute or cause to
be executed in the name and on behalf of the Corporation and under its seal such written
proxies or other instruments as such proxy may deem necessary or proper in the
circumstances.

ARTICLE 18

Duties of Officers

Section 18.1  President.
The President shall be the chief executive of the Corporation, unless the Chairman of
the Board is serving as Chief Executive Officer in which event the President shall be
the Chief Operating Officer of the Corporation.

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Except as otherwise provided herein, the  President shall be responsible
for the general and active management of the business of  the Corporation; shall see that
all orders and resolutions of the Board of Directors are  put into effect, subject,
however, to the right of the Board of Directors to delegate  any specific powers, except
such as may be by statute exclusively conferred on the  President, to any other officer
or officers of the Corporation; and shall have the  authority to execute bonds, mortgages
and other contracts requiring a seal, under the  seal of the Corporation, except where
required or permitted by law to be otherwise  signed and executed and except where the
signing and execution thereof shall be  expressly delegated by the Board of Directors to
some other officer or agent of the  Corporation. He may serve as a member of any
committee of the Board, attend all meetings  of any such committee and participate in the
discussions of any such committee, except  as may otherwise be determined by the Board or
provided in these Bylaws. He shall  perform all duties incident to the office of
President and such other duties as may be  from time to time assigned to him by the Board  of
Directors.

Section 18.2  Vice
President. The Vice President or, if more than one, the Vice Presidents in the order, if
any, established by the Board of Directors shall, in the absence or incapacity of the
President, have the authority to exercise all the powers and perform the duties of the
President. The Vice Presidents, respectively, shall also have such other authority and
perform such other duties as may be provided in the Bylaws or as shall be determined by
the Board of Directors or the President. Any Vice President may, in the discretion of
the Board of Directors, be designated as executive, senior or by
departmental or functional classification.

Section 18.3  Secretary.
The Secretary shall act under the direction and superintendence of the Corporations
chief executive officer; attend all the meetings of shareholders, directors and
committees, and keep in suitable books the minutes thereof; superintend the keeping and
have charge of the seal, books, papers and records pertaining to his office, sign such
documents as shall require his attention, issue notices for all meetings; and perform
generally all the duties incident to the office of Secretary and such other duties as
may be assigned to him by the Board of Directors or the President.

Section 18.4  Treasurer.
The Treasurer shall be responsible for the custody of the corporate funds and
securities; shall be responsible for full and accurate accounts of receipts and
disbursements in books belonging to the Corporation; and shall perform such other duties
as may be assigned to him by the Board of Directors or the President. He shall give bond
in such sum and with such surety as the Board of Directors may from time to time direct.

Section 18.5  Assistant
Secretary. The Assistant Secretary (and if there be more than one, the Assistant
Secretaries in the order determined by the Board of Directors (or if there is no
determination then by seniority)) shall, in the absence of the Secretary, perform the
duties of the Secretary and such other duties as may be assigned to him by the Board of
Directors, Chairman of the Board, President, Secretary, or such other officer as may be
designated by one of the foregoing.

Section 18.6  Assistant
Treasurer. The Assistant Treasurer (and if there be more than one, the Assistant
Treasurers in the order determined by the Board of Directors (or if there is no
determination then by seniority)) shall, in the absence of the Treasurer, perform the
duties of the Treasurer and such other duties as may be assigned to him by the Board of
Directors, President, Treasurer, or such other officer as may be designated by one of
the foregoing.

Section 18.7 Assistant
Officers. Each assistant officer shall assist in the performance of the duties of the
officer to whom he is assistant and shall perform such duties in the absence of the
officer. He shall perform such additional duties as the Board of Directors, the
President

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or the officer to whom he is assistant may from time to time assign him.
Such  officers may be given such functional titles as the Board of Directors shall from
time  to time determine.

Section 18.8  Bonds. If
required by the Board of Directors, any officer or employee shall give bond for the
faithful performance of their duties in such amount as is required by the Board of
Directors or the Executive Committee of the Board of Directors.

Section 18.9  Designations. The Board of Directors may, by resolution, designate one or more officers
to be any of the following: Chief Operating Officer, Chief Financial Officer, General
Counsel, or Chief Accounting Officer.

ARTICLE 19

Indemnification of Officers, Directors, Employees, and Agents

Section 19.1 Indemnification. The Corporation shall indemnify any director or officer, and may
indemnify any other employee or agent who was or is a party to, or is threatened to be
made a party to or who is called as a witness in connection with, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including an action by or in the right of the Corporation by reason of
the fact that he is or was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, 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 such action, suit
or proceeding unless 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.

Section 19.2 Non-Exclusivity. The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article 19 shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under any
Bylaw, agreement, contract, vote of shareholders or disinterested directors or pursuant
to the direction, howsoever embodied, of any court of competent jurisdiction or
otherwise, both as to action in their official capacity and as to action in another
capacity while holding such office. It is the policy of the Corporation that
indemnification of, and advancement of expenses to, directors and officers of the
Corporation shall be made to the fullest extent permitted by law. To this end, the
provisions of this Article 19 shall be deemed to have been amended for the benefit of
directors and officers of the Corporation effective immediately upon any modification of
the BCL or any modification or adoption of any other laws that expands or enlarges the
power or obligation of corporations organized under the BCL to indemnify, or advance
expenses to, directors and officers of corporations.

Section 19.3  Expenses.
The Corporation shall pay expenses incurred by an officer or director, and may pay
expenses incurred by any other employee or agent in defending a civil or criminal
action, suit or proceeding 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 he is not entitled to be indemnified by
the Corporation.

Section 19.4 Continuation. The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article 19 shall, unless otherwise provided when authorized or
ratified, 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.

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Section 19.5  Securing Obligations. The Corporation shall have the authority to create a fund of any nature,
which may, but need not, be under the control of an independent trustee, or otherwise
secure or insure in any manner, its indemnification obligations, whether arising under
these Bylaws or otherwise. The authority shall include, without limitation, the
authority to: (i) deposit funds in trust or in escrow, (ii) establish any form of
self-insurance, (iii) secure its indemnity obligation by grant of a security interest,
mortgage or other lien on the assets of the Corporation or (iv) establish a letter of
credit, guaranty or surety arrangement for the benefit of such persons in connection
with the anticipated indemnification or advancement of expenses contemplated by this
Article 19. The provisions of this Article 19 shall not be deemed to preclude the
indemnification of, or advancement of expenses to, any person who is not specified in
Section 19.1 of this Article 19 but whom the Corporation has the power or obligation to
indemnify, or to advance expenses for, under the provisions of the BCL or otherwise. The  authority granted by this Section 19.5
shall be exercised by the Board of Directors of  the Corporation.

Section 19.6  Separate Agreement. The Corporation shall have the authority to enter into a separate
indemnification agreement with any officer, director, employee or agent of the
Corporation or any subsidiary providing for such indemnification of such person as the
Board of Directors shall determine up to the fullest extent permitted by law.

Section 19.7  Defense of
Claims. As soon as practicable after receipt by any person specified in Section 19.1 of
this Article 19 of notice of the commencement of any action, suit or proceeding
specified in Section 19.1 of this Article 19, such person shall, if a claim with respect
thereto may be made against the Corporation under Article 19 of these Bylaws, notify the
Corporation in writing of the commencement or threat thereof; however, the omission so
to notify the Corporation shall not relieve the Corporation from any liability under
Article 19 of the Bylaws unless the Corporation shall have been prejudiced thereby or
from any other liability which it may have to such person other than under Article 19 of
these Bylaws. With respect to any such action as to which such person notifies the
Corporation of the commencement or threat thereof, the Corporation may participate
therein at its own expense, and except as otherwise provided below, to the extent that
it desires, the Corporation, jointly with any other indemnifying party similarly
notified, shall be entitled to assume the defense thereof, with counsel selected by the
Corporation to the reasonable satisfaction of such person. After notice from the
Corporation to such person of its election to assume the defense thereof, the
Corporation shall not be liable to such person under Article 19 of these Bylaws for any
legal or other expenses subsequently incurred by such person in connection with the
defense thereof other than as otherwise provided below. Such person shall have the right
to employ his own legal counsel in such action, but the fees and expenses of such legal
counsel incurred after notice from the Corporation of its assumption of the defense
thereof shall be at the expense of such person unless: (i) the employment of legal
counsel by such person shall have been authorized by the Corporation; (ii) such person
shall have reasonably concluded that there may be a conflict of interest between the
Corporation and such person in the conduct of the defense of such proceeding; or (iii)
the Corporation shall not in fact have employed legal counsel to assume the defense of
such action. The Corporation shall not be entitled to assume the defense of any
proceeding brought by or on behalf of the Corporation or as to which such person shall
have reasonably concluded that there may be a conflict of interest. If indemnification
under Article 19 of these Bylaws or advancement of expenses are not paid or made by the
Corporation, or on its behalf, within 90 days after a written claim for indemnification
or a request for an advancement of expenses has been received by the Corporation, such
person may, at any time thereafter, bring suit against the Corporation to recover the
unpaid amount of the claim or the advancement of expenses. The right to indemnification
and advancement of expenses provided hereunder shall be enforceable by such person in
any court of competent jurisdiction. The burden of proving that indemnification is not
appropriate shall be on the Corporation. Expenses reasonably

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incurred by such person in  connection with successfully establishing the
right to indemnification or advancement of  expenses, in whole or in part, shall also be
indemnified by the Corporation.

Section 19.8  Insurance.
The Corporation shall have power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the

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Corporation, or  is or was serving at the request of the Corporation as a
director, officer,  employee or agent 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 such liability under the provisions of this  Article 19.

Section 19.9  Amendment. Notwithstanding any other provisions of these
Bylaws, the approval by (i) the affirmative vote of the holders of a majority of the
outstanding voting power of the shares of stock of the Corporation or (ii) a majority
vote of the members of the Board of Directors shall be required to amend, repeal or
adopt any provision as part of these Bylaws which is inconsistent with the purpose or
intent of this Article 19, and, if any such action shall be taken, it shall become
effective only on a prospective basis from and after the date of such approval. The
provisions of Sections 19.1, 19.2, 19.3, 19.4, 19.5, 19.6, 19.7 and 19.8 were originally
adopted by the shareholders of the Corporation on April 27, 1987.

ARTICLE 20

Fiscal Year

Section 20.1  Fiscal
Year. The fiscal year of the Corporation shall be a calendar year, unless otherwise
determined by the Board of Directors.

ARTICLE 21

Notices

Section 21.1  Manner of
Giving Notice. Whenever notice is required to be given to any person under the
provisions of these Bylaws or the BCL, it may be given to the person either personally
or by sending a copy thereof (i) by first class or express mail, postage prepaid, or
courier service, charges prepaid, to his postal address appearing on the books of the
Corporation or, in the case of directors, supplied by him to the corporation for the
purpose of notice. Notice pursuant to this subparagraph shall be deemed to have been
given to the person entitled thereto when deposited in the United States mail or with a
courier service for delivery to that person; or (ii) by facsimile transmission, e-mail
or other electronic communication to his facsimile number or address for e-mail or other
electronic communications supplied by him to the corporation for the purpose of notice.
Notice pursuant to this subparagraph shall be deemed to have been given to the person
entitled thereto when sent. A notice of meeting shall specify the day and hour and
geographic location, if any of the meeting and any other information required by any
other provision of the subpart.

Section 21.2  Waiver of
Notice. Any notice required to be given to any person under the provisions of the BCL,
the Corporations Articles of Incorporation or these Bylaws may be waived by the
person entitled to such notice whether before or after the time stated therein. Except
as otherwise required by statute, and except in the case of a special meeting, neither
the business to be transacted at, nor the purpose of, a meeting need be specified in
the waiver of notice. In the case of a special meeting of shareholders, the waiver of
notice shall specify the general nature of the business to be transacted. Attendance of
any person, whether in person or by proxy, at any meeting shall constitute a waiver of
notice of such meeting, except where a person attends a meeting for the express purpose
of objecting, at the beginning of the meeting, to the transaction of any business
because the meeting was not lawfully called or convened.

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ARTICLE 22

Amendments

Section 22.1  Amendments
Requiring Shareholder Approval. Neither this Section 22.1 nor Article 16 of these Bylaws
may be altered, amended or repealed unless approved by the affirmative vote of the
holders of a majority of the outstanding voting power of the shares of stock of the
Corporation at a duly organized meeting of shareholders called for that purpose,
provided that 30 days notice of the proposed amendments shall have been mailed to
the last recorded address of each shareholder as furnished to the Corporation, and that
the same shall have been submitted to the Board of Directors at least 30 days prior to
such meeting.

Section 22.2  Amendments
Requiring Notice. Neither this Section 22.2 nor Article 19 of these Bylaws may be
altered, amended or repealed unless approved by: (i) the affirmative vote of the holders
of a majority of the outstanding voting power of the shares of stock of the Corporation
at a duly organized meeting called for that purpose, provided that 30 days notice
of the proposed amendments shall have been mailed to the last recorded address of each
shareholder as furnished to the Corporation, and that the same shall have been submitted
to the Board of Directors at least 30 days prior to such meeting, or (ii) a majority
vote of the members of the Board of Directors at any regular meeting or any special
meeting duly convened after notice to the directors of that purpose, subject to the
power of the shareholders to change such action by the affirmative vote of the holders
of a majority of the outstanding voting power of the shares of stock of the Corporation
at any duly organized meeting called for that purpose.

Section 22.3 Other
Amendments. All provisions of these Bylaws other than Articles 16 and 19 and Sections
22.1 and 22.2 may be altered, amended or repealed: (i) by the affirmative vote of the
holders of a majority of the outstanding voting power of the shares of stock of the
Corporation at a duly organized meeting called for that purpose, or (ii) by a majority
vote of the members of the Board of Directors at any regular meeting or any special
meeting duly convened after notice to the directors of that purpose, subject to the
power of the shareholders to change such action by the affirmative vote of the holders
of a majority of the outstanding voting power of the shares of stock of the Corporation
at any duly organized meeting called for that purpose.

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