AMENDED AND RESTATED BY-LAWS OF THE COMPANY




                                                                     Exhibit 3.2

                         AMENDED AND RESTATED BYLAWS OF
                             PMA CAPITAL CORPORATION


                                    ARTICLE 1

                                Corporate Office
                                ----------------

     Section 1.1 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 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 No person,  firm,  association,  corporation or other entity is
qualified to own any shares of Common Stock,  $5.00 par value,  ("Common Stock")
of the Corporation except:

     (1)  PMA Foundation.
     (2)  A member of PMA Foundation.
     (3)  A former member of PMA Foundation  who resigned in good standing,  but
          only in  respect  to  Common  Stock of the  Corporation  owned by such
          former member of PMA Foundation on the date of resignation.
     (4)  The Corporation or Pennsylvania Manufacturers' Association Insurance
          Company.
     (5)  An officer,  proprietor or partner of a member of PMA  Foundation or a
          retired officer, proprietor or partner of a member or former member of
          PMA Foundation but only in respect to Common Stock of the  Corporation
          owned by such retired  officer,  proprietor  or partner on the date of
          retirement.
     (6)  A director or officer of the Corporation,  Pennsylvania Manufacturers'
          Association Insurance Company or PMA Foundation.
     (7)  A  retired  director  or  officer  of  the  Corporation,  Pennsylvania
          Manufacturers'  Association  Insurance  Company or PMA  Foundation but
          only in  respect  to  Common  Stock of the  Corporation  owned by such
          retired director or officer on the date of retirement.
     (8)  The surviving  spouse of a deceased  person who, at the time of his or
          her death, was qualified to own Common Stock of the  Corporation,  but
          not a surviving  spouse of a person who became qualified to own Common
          Stock of the  Corporation  solely by reason of the  provisions of this
          Subsection (8).

<PAGE>

     (9)  A person,  firm,  association,  corporation  or other entity who was a
          shareholder  of  record  of  Pennsylvania  Manufacturers'  Association
          Insurance Company on April 1, 1982.
     (10) Any   child  or   grandchild   of  a   shareholder   of   Pennsylvania
          Manufacturers'  Association  Insurance  Company  of record on April 1,
          1982.
     (11) A trustee  under a written  trust  solely for the  benefit of a person
          qualified under these Bylaws to own Common Stock of the Corporation or
          a spouse, child or grandchild of such qualified person.
     (12) Employees  of the  Corporation  or any of its  affiliates  who are not
          officers  of any of these  entities,  but  whose  duties  require  the
          exercise of executive and  administrative  responsibilities,  shall be
          deemed qualified to own Common Stock of the Corporation. By resolution
          of the Board of Directors  dated May 19, 1983 as amended by resolution
          of the Board of Directors dated February 27, 1996.
     (13) A spouse of a person who owned  Common  Stock of record on December 8,
          1990 is qualified to own shares of the Corporation's  Common Stock. By
          resolution of the Board of Directors dated December 8, 1990.
     (14) Such other classes of persons as are from time to time approved by the
          Board of Directors of the Corporation.

     Nothing set forth in this Section 2.1 shall prohibit any person from owning
any shares of Class A Common Stock, $5.00 par value, ("Class A Common Stock") of
the Corporation.

     Section 2.2 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  2.3  Duplicate  certificates  may be  issued  for  those  lost  or
destroyed, under such terms as may be prescribed by the Board of Directors.

     Section 2.4 No person,  firm,  association,  corporation  or other  entity,
except  PMA  Foundation  shall at any time hold more than  seven  percent of the
outstanding  Common Stock of the Corporation.  Nothing set forth in this Section
2.4 shall  limit in any  respect  any  person's  ownership  of shares of Class A
Common Stock of the Corporation.

                                      - 2 -

<PAGE>

     Section 2.5 Upon surrender to 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.

     Section 2.6 The Common Stock of the Corporation shall be owned by and shall
be transferable only to a person, firm, association, corporation or other entity
qualified to own Common Stock under these Bylaws.

     If any  shareholders of the Corporation  shall cease to be qualified to own
Common  Stock under these  Bylaws or if the  executor  or  administrator  of any
shareholder,  or the grantee or assignee of any Common Stock sold on  execution,
or for debt, or as the result of bankruptcy or insolvency proceedings, or if any
other  person,  firm,  association,  corporation  or  other  entity  who  is not
qualified  to own Common  Stock under these  Bylaws  shall  become the holder of
Common  Stock,  then in any such case,  unless a transfer of such  Common  Stock
shall be made  within six months to a person  qualified,  such  holder  shall be
required to offer to sell such Common Stock to PMA  Foundation  at a price to be
agreed upon by the holder and PMA  Foundation.  If the holder and PMA Foundation
are unable to agree upon a price, a committee of arbitrators  shall be appointed
to appraise the fair market value of the Common Stock. The number of arbitrators
shall be three,  and shall be appointed as follows:  one member of the committee
shall be appointed by the Executive Committee of PMA Foundation,  and one member
by the holder of the Common Stock.  The two members so appointed shall appoint a
third member of the committee. The committee shall then, by a majority agreement
appraise the fair market value of the Common Stock.  Thereafter,  PMA Foundation
shall have the option to purchase  such Common Stock at the fair market value as
appraised by the majority of the three  appointees.  If within 30 days after the
appraisal  of the fair  market  value of the  Common  Stock and the  presentment
thereof  to PMA  Foundation,  PMA  Foundation  does not  exercise  its option to
purchase,  then the  Corporation  shall have the option to purchase  such Common
Stock at the  appraised  fair  market  value,  and if within  30 days  after the
presentment  of  such  Common  Stock  to  the  Corporation  for  purchase,   the
Corporation  does not exercise  its option to purchase,  then the holder of such
Common Stock shall be deemed the qualified  owner thereof until such time as the
holder transfers such Common Stock to a person, firm,  association,  corporation
or other entity who is qualified to own Common Stock under these Bylaws.

     It shall be the duty of any  unqualified  holder of Common  Stock to comply
with the  provisions  of this Section  2.6,  and no  dividends  shall be paid on
account of such Common

                                      - 3 -

<PAGE>

Stock held by any unqualified holder after a holding period of six months in the
absence of compliance with the provisions of this Section 2.6.

     No transfer of any  interest in Common  Stock of the  Corporation  shall be
effective for any purpose  unless such  transfer is made in accordance  with the
provisions  of this  Section  2.6.  Nothing set forth in this  Section 2.6 shall
limit the transfer of any shares of Class A Common Stock of the Corporation.

     Section 2.7 Upon  issuance of each  certificate  of Common  Stock a receipt
shall be taken as follows:

          "Received Certificate No.   , subject to the conditions and
          restrictions therein referred to and to the Bylaws of this Corporation
          to which the undersigned agrees to conform. This agreement shall be
          binding upon the heirs, executors, administrators and assigns of the
          undersigned."

     Section 2.8. All certificates of Common Stock, in addition to the usual and
necessary matters, shall contain the following printed thereon:

          "The  ownership  and transfer of Common Stock in this  Corporation  is
          limited by the Bylaws printed on the back of this certificate."

     Upon the back of each certificate of Common Stock shall be printed Sections
2.1, 2.4 and 2.6 of Article 2 of these Bylaws.


                                    ARTICLE 3

                              Shareholders Meetings
                             ---------------------

     Section 3.1 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 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.

                                      - 4 -
<PAGE>

     Section 3.3 Special  meetings of the shareholders may be called at any time
by (i)  the  Chairman  or  President  (ii)  the  Board  of  Directors  or  (iii)
shareholders  entitled  to  cast  at  least  one-fifth  of the  votes  that  all
shareholders are entitled to cast at the particular meeting.  The request of any
person who has called a special  meeting of  shareholders  shall be addressed to
the  Secretary  of the  Corporation,  shall be signed by the persons  making the
request and shall state the purpose or purposes of the meeting.  Upon receipt of
any such  request  it shall  be the  duty of the  Secretary  to fix the time and
provide  written notice of the special meeting of  shareholders,  which shall be
held not more than 60 days after the receipt of the  request.  If the  Secretary
shall neglect or refuse to fix the time or provide written notice of the special
meeting,  the person or persons  making the request may fix the time and provide
written notice of the special meeting.

     Section 3.4 Written 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.  Except as otherwise
required by Article 22 hereof,  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 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  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 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

                                      - 5 -
<PAGE>

connection with any meeting at which  participation  by conference  telephone or
other communications equipment is permitted shall so specify.


                                    ARTICLE 4

                             Quorum of Shareholders
                             ----------------------

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

     Section 4.2 The holders of a majority of the  outstanding  voting  power of
the shares of stock of the Corporation,  appearing either in person or by proxy,
shall  constitute  a quorum for the  transaction  of  business  at any annual or
special meeting of the shareholders.

     Section  4.3 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 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  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 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 is
     fixed in these Bylaws,

                                      - 6 -
<PAGE>


     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 Except as  otherwise  provided  by  statute,  the  Articles of
Incorporation or these Bylaws, at any duly organized meeting of shareholders the
vote of the  holders of a majority of the votes cast shall  decide any  question
brought before such meeting.


                                    ARTICLE 5

                                     Proxies
                                    -------

     Section   5.1  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 in writing by the  shareholder 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 written
notice thereof has been given to the Secretary of the Corporation.  An unrevoked
proxy shall not be valid after three years from the date of its execution unless
a longer time is expressly provided therein. A proxy shall not be revoked by the
death or  incapacity  of the  maker,  unless  before  the vote is counted or the
authority is exercised,  written  notice of such death or incapacity is given to
the Secretary of the Corporation.

     Section 5.2 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 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

                                      - 7 -

<PAGE>

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

                             Record of Shareholders
                             ----------------------

     Section 7.1 The Treasurer  shall have charge of the share transfer books of
the Corporation and shall maintain an  alphabetical  record of the  shareholders
with their addresses and the number of shares held by each.


                                    ARTICLE 8

                               Judges of Election
                               ------------------

     Section 8.1 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 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 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

                                      - 8 -
<PAGE>


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 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

                   Consent of Shareholders in Lieu of Meeting
                   ------------------------------------------

     Section 9.1 Any action  required or  permitted  to be taken at a meeting of
the  shareholders  may be taken without a meeting if, prior or subsequent to the
action,  a written consent or consents thereto signed by all of the shareholders
who would be entitled to vote at a meeting for such purpose  shall be filed with
the Secretary of the Corporation.

     Section 9.2 Any action  required or  permitted  to be taken at a meeting of
the  shareholders or of a class of  shareholders  may be taken without a meeting
upon the written  consent of  shareholders  who would have been entitled to cast
the minimum number of votes that would be necessary to authorize the action at a
meeting at which all the shareholders  entitled to vote thereon were present and
voting. The consents shall be filed with the Secretary of the Corporation.  If a
written consent or consents are signed by fewer than all of the shareholders who
would be entitled to vote at a meeting for such  purpose,  the action  shall not
become  effective  until ten days  after  written  notice of the action has been
given  to each  shareholder  entitled  to  vote  thereon  who has not  consented
thereto.


                                   ARTICLE 10

                                    Directors
                                   ---------

     Section 10.1 The business and affairs of the  Corporation  shall be managed
under the  direction of a Board of Directors of not less than 12 or more than 24
directors.  The Board of  Directors  shall be divided  into three  classes,  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

                                      - 9 -

<PAGE>

shall not have the  effect of  shortening  the term of any  incumbent  director.
Prior to each election of a class of directors, the Board of Directors shall fix
the size of that class of  directors at a minimum of four and a maximum of eight
directors.  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 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 may  cumulate his votes as provided in the  Articles of  Incorporation.  All
elections shall be by ballot.

     Section 10.3 Every director shall be a shareholder in the Corporation. When
first  elected  to the Board of  Directors,  each  director  shall be  regularly
engaged  in a  business,  trade,  or  profession  and shall be a  resident  of a
jurisdiction in which the Corporation is transacting  business.  No person shall
be elected a  director  who is or becomes 70 years of age prior to or during his
first  term in  office  as a  director.  No  person  shall  be  considered  as a
candidate,  nor shall any votes be counted for any person, unless written notice
of the  nomination of the candidacy  shall have been filed with the Secretary of
the Corporation for the  information of the  shareholders  not less than 60 days
prior to the election;  provided,  however,  that nominees  selected by the then
existing Board of Directors, or by a Nominating Committee appointed by the Board
of Directors and  consisting  of four  directors  continuing  in office,  may be
candidates and voted for without such notice.

     Section  10.4 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.  At the first regular
meeting of the Board of Directors after each annual meeting of shareholders, the
Board  of  Directors  shall  elect a  Chairman  of the  Board  of  Directors,  a
President,  a  Secretary,  a Treasurer  and such other  officers as the Board of
Directors shall determine.  The President and Secretary shall be natural persons
of full age. The Treasurer may be a  corporation,  but if a natural person shall
be of full age. The Chairman of the Board of Directors and the  President  shall
be, and each other officer may be, a director of the Corporation. The offices of
Secretary and Treasurer may be filled by one person.

     Section  10.5 Regular  meetings of the Board of Directors  shall be held at
least  four  times  each  year  at  times  and  places  within  or  without  the
Commonwealth of Pennsylvania  designated by the Board of Directors.  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

                                     - 10 -
<PAGE>


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

     Section 10.6 A special  meeting of the Board of Directors  may be called at
any time by the  Chairman  of the  Board 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 him or, in his absence, by the Secretary, upon the
written 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  by the
Chairman of the Board, or, in his absence, the Secretary.

     Section 10.7 A majority of the directors then in office shall  constitute a
quorum 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.


                                   ARTICLE 11

                              Removal of Directors
                              --------------------

     Section 11.1 Unless otherwise provided in the Articles of Incorporation, or
in Article 11,  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.
Notwithstanding  the  foregoing,  an  individual  director  shall not be removed
(unless the entire Board of Directors or class of Directors is removed) from the
Board of Directors if sufficient  votes are cast against the resolution for such
director's  removal which, if  cumulatively  voted at an annual or other regular
election of directors, would be sufficient to elect one or more directors to the
Board of Directors or a class  thereof.  If any  directors  are so removed,  new
directors may be elected at the same meeting.

     Section  11.2 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 The Board of  Directors  may be  removed  at any time with or
without cause by the unanimous consent of shareholders entitled to vote thereon.

                                     - 11 -
<PAGE>


                                   ARTICLE 12

                       Vacancies in the Board of Directors
                      -----------------------------------

     Section 12.1 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 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 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

                            Action by Written Consent
                           -------------------------

     Section  13.1 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  signed by all of the  directors  is
filed with the Secretary of the Corporation.


                                   ARTICLE 14

                            Compensation of Directors
                           -------------------------

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

                                     - 12 -
<PAGE>


                                   ARTICLE 15

                                   Committees
                                   ----------

     Section  15.1 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.

     Section  15.2  At the  first  meeting  following  each  annual  meeting  of
shareholders,  the Board of Directors shall elect an Executive  Committee of not
more than four (4)  directors  and not more  than six (6)  directors,  a Finance
Committee  of not  less  than  four  (4)  directors  and not  more  than six (6)
directors,  an Audit  Committee  of a  maximum  of  three  (3)  directors  and a
Compensation  and Stock Option  Committee  of a maximum of three (3)  directors.
These  committees shall meet at the call of the Chairman of each such committee.
A majority of the elected and, to the extent  applicable ex officio,  members of
the committees shall constitute a quorum. At least one third of the total number
of the  members of each  committee  so  appointed  shall be persons  who are not
officers or employees of the Corporation or any entity  controlling,  controlled
by or under common control with the  Corporation  and who are not the beneficial
owners of a controlling  interest in the voting stock of the  Corporation or any
such entity.

     Section 15.3 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  as  specified  in Article 10,  Section 10.5
hereof,  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  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.

                                     - 13 -
<PAGE>


     Section 15.4 The Finance  Committee shall review the investment  results of
the Corporation's assets and perform such other duties as the Board of Directors
or the Executive Committee may prescribe.

     Section 15.5 The Audit  Committee  shall  consist of a maximum of 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  recommend  the  selection  of  independent   certified  public
accountants  and review the scope and results of the  independent  audit and the
management recommendations made by the independent certified public accountants.

     Section 15.6 The Nominating  Committee  shall consist of no fewer than four
(4) members of the Board of Directors  continuing in office,  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 Nominating  Committee shall nominate persons
for election for director by the shareholders and shall review and report on the
qualifications of candidates otherwise nominated for director.

     Section 15.7 The Compensation and Stock Option Committee shall consist of a
maximum of 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 Company or any such
entity.   The  Compensation  and  Stock  Option  Committee  shall  evaluate  the
performance of officers  deemed to be executive  officers of the Corporation and
recommend to the Board of Directors  compensation of the executive officers. The
Compensation and Stock Option Committee may invite the Chairman of the Board and
the  President of the  Corporation  to attend its meetings and provide  relevant
information for the Committee's review,  provided however,  that the Chairman of
the Board and the President may not vote on matters coming before the Committee.


                                   ARTICLE 16

                             Liability of Directors
                             ----------------------

     Section  16.1 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

                                     - 14 -
<PAGE>


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 In discharging the 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
the effects of any action upon  employees,  upon  suppliers and customers of the
Corporation and upon communities in which offices or other establishments of the
Corporation are located,  and 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 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 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.

     Section  16.5 The  provisions  of 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 16.6  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

                                     - 15 -
<PAGE>


provision  as part of these  Bylaws  that is  inconsistent  with the  purpose or
intent of Sections 16.1, 16.2, 16.3, 16.4, 16.5 or 16.6 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, 16.2, 16.3, 16.4 and 16.5 were originally adopted by
the shareholders of the Corporation on April 27, 1987.


                                   ARTICLE 17

                                    Officers
                                    --------

     Section  17.1  The  Corporation  shall  have a  Chairman  of the  Board,  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 Chairman of the Board or the
President shall be the chief executive officer of the Corporation,  as the Board
of Directors may determine from time to time.  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 17.2 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 17.3 Any officer or agent of the  Corporation may be removed by the
Board of Directors  with or without cause by a vote of not less than two- thirds
of the whole  Board.  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.  If the  office of any
officer becomes vacant for any reason, the vacancy may be filled by the Board of
Directors.

                                     - 16 -
<PAGE>


                                   ARTICLE 18

                               Duties of Officers
                               ------------------

     Section 18.1 The Chairman of the Board shall preside at all meetings of the
Board  of  Directors  and  at all  meetings  of the  shareholders,  appoint  all
committees  not  otherwise  provided for in the Bylaws and shall be ex officio a
member  of all  committees  other  than  the  Audit  Committee,  the  Nominating
Committee, and the Compensation and Stock Option Committee.

     Section  18.2 In the absence of the  Chairman of the Board,  the  President
shall  preside at all meetings of the Board of Directors  and at all meetings of
the shareholders.  Except as otherwise provided herein, the President shall have
general  supervision and control of all the employees of the Corporation;  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  or on  any  other  officer  or  officers  of  the
Corporation;  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 office or agent of the  Corporation;  and shall
be ex officio a member of all  committees  other than the Audit  Committee,  the
Nominating Committee, and the Compensation and Stock Option Committee.

     Section 18.3 In the absence of the President, the Executive Vice President,
if any, shall assume the duties of the President.  The Executive Vice President,
if any, shall perform such duties as may be assigned to him by the Corporation's
chief executive  officer,  the Board of Directors or the Executive  Committee of
the Board of Directors.

     Section  18.4 The Vice  Presidents  shall  perform  such  duties  as may be
designated from time to time by the Corporation's  chief executive officer,  the
Board of Directors or the Executive Committee of the Board of Directors.

     Section   18.5  The   Secretary   shall  act  under   the   direction   and
superintendence  of the  Corporation  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;  make or superintend the
making of monthly and annual statements to the Board of Directors,

                                     - 17 -
<PAGE>


which shall fully show the current business and condition of the Corporation and
perform generally all the duties incident to the office of Secretary.

     Section 18.6 The  Treasurer or his designee  shall receive and take care of
all  moneys,   securities  and  evidences  of  indebtedness   belonging  to  the
Corporation;  maintain  day by day records of his  transactions  and deposit the
daily receipts in a General  Account in the name of the Corporation in such bank
or  banks  or such  depositories  as the  Board of  Directors  or the  Executive
Committee may direct.  All checks or other orders on such banks or  depositories
for the payment or transfer  of money  shall be signed by the  Treasurer  or his
designee and by another officer of the Corporation.

     In addition to the aforesaid  General Account the Treasurer or his designee
shall  maintain  Special  Accounts as the Board of  Directors  or the  Executive
Committee  may from  time to time  create in banks for  current  payments;  such
deposits shall be made in the name of the  Corporation  and shall be replenished
from the General  Account as may be  necessary to maintain  working  balances in
such Special Accounts.  All checks or drafts drawn against such Special Accounts
shall be signed by such  officer or  officers or  employees  as may from time to
time be authorized  by the Board of Directors or the Executive  Committee of the
Board of Directors.

     Section  18.7  The  Assistant  Secretary  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 Secretary.

     Section  18.8  The  Assistant  Treasurer  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 Treasurer.

     Section 18.9 All officers  and  employees  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.


                                   ARTICLE 19

         Indemnification of Officers, Directors, Employees, and Agents
         -------------------------------------------------------------

     Section 19.1 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

                                     - 18 -
<PAGE>


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 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 the Directors'  Liability Act of the  Commonwealth of  Pennsylvania  (the
"DLA")  which  expands  or  enlarges  the power or  obligation  of  corporations
organized under the BCL or subject to the DLA to indemnify,  or advance expenses
to, directors and officers of corporations.

     Section 19.3 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 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.

     Section 19.5 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

                                     - 19 -
<PAGE>


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 the DLA or  otherwise.  The
authority  granted  by this  Section  19.5  shall be  exercised  by the Board of
Directors of the Corporation.

     Section  19.6 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 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 for 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

                                     - 20 -
<PAGE>


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  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 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 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 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  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 The fiscal year of the Corporation  shall be determined by the
Board of Directors.

                                     - 21 -
<PAGE>


                                   ARTICLE 21

               Manner of Giving Written Notice; Waivers of Notice
               --------------------------------------------------

     Section 21.1 Whenever  written notice is required to be given to any person
under the  provisions  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
answer back 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 written  notice to  directors,
supplied by each director to the Corporation  for the purpose of the 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.

     Section  21.2 Any written  notice  required to be given to any person under
the provisions of statute, the Corporation's  Articles of Incorporation or these
Bylaws may be waived in a writing  signed 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.

                                   ARTICLE 22

                                   Amendments
                                   ----------

     Section 22.1 Neither this Section 22.1 nor Article 2 of these Bylaws may be
altered,  amended or repealed  unless  approved by the  affirmative  vote of the
holders of two-thirds of the outstanding Common Stock of the Corporation, voting
as a separate  class,  at any annual  meeting  of  shareholders  or at a special
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.

                                     - 22 -
<PAGE>


     Section  22.2  Neither this Section 22.2 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  22.3  Neither this Section 22.3 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 22.4 All  provisions  of these Bylaws other than Articles 2, 16 and
19 and Sections 22.1, 22.2 and 22.3 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.

                                     - 23 -