EXHIBIT 3.3BYLAWSOFRENT-WAY, INC.(a Pennsylvania Corporation)ARTICLE IOffices and Fiscal Year          Section 1.01. Registered Office. The registered office of the corporation inPennsylvania shall be at 14 West Tenth Street, Erie, Pennsylvania 16501, until otherwiseestablished by an amendment of the articles or the board of directors and a record of such changeis filed with the Department of State in the manner provided by law.          Section 1.02. Other Offices. The corporation may also have offices at such otherplaces within or without Pennsylvania as the board of directors may from time to time appoint orthe business of the corporation may require.          Section 1.03. Fiscal Year. The fiscal year of the corporation shall begin on the firstday of October in each year.ARTICLE IINotice — Waivers — Meetings Generally          Section 2.01. Manner of giving notice.          (a) General rule. Whenever written notice is required to be given to any person underthe provisions of the Business Corporation Law or by the articles or these bylaws, it may be givento 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 answerbackreceived) or courier services, charges prepaid, or by telecopier, to the address (or to the telex,TWX, telecopier or telephone number) of the person appearing on the books of the corporation or, inthe case of directors, supplied by the director to the corporation for the purpose of notice. Ifthe notice is sent by mail, telegraph or courier service, it shall be deemed to have been given tothe person entitled thereto when deposited in the United States mail or with a telegraph office orcourier service for delivery to that person or, in the case of telex or TWX, when dispatched. Anotice of meeting shall specify the place, day and hour of the meeting and any other informationrequired by any other provision of the Business Corporation Law, the articles or these bylaws.          (b) Adjourned shareholder meetings. When a meeting of shareholders is adjourned, itshall not be necessary to give any notice of the adjourned meeting or of the business
 

 
to betransacted at an adjourned meeting, other than by announcement at the meeting at which theadjournment is taken, unless the board fixes a new record date for the adjourned meeting.          Section 2.02. Notice of meetings of board of directors. Notice of a regular meeting ofthe board of directors need not be given. Written notice of every special meeting of the board ofdirectors shall be given to each director by telephone or in writing at least 24 hours (in the caseof notice by telephone, telex or TWX) or 48 hours (in the case of notice by telecopier, telegraph,courier service or express mail) or five days (in the case of notice by first class mail) beforethe time at which the meeting is to be held. Every such notice shall state the time and place ofthe meeting. Neither the business to be transacted at, nor the purpose of, any regular or specialmeeting of the board need be specified in a notice of the meeting.          Section 2.03. Notice of meetings of shareholders.          (a) General rule. Written notice of every meeting of the shareholders shall be givenby, or at the direction of, the secretary to each shareholder of record entitled to vote at themeeting at least ten (10) days prior to the day named for the meeting. If the secretary neglects orrefuses to give notice of a meeting, the person or persons calling the meeting may do so. In thecase of a special meeting of shareholders, the notice shall specify the general nature of thebusiness to be transacted.          (b) Notice of action by shareholders on bylaws. In the case of a meeting ofshareholders that has as one of its purposes action on the bylaws, written notice shall be given toeach shareholder that the purpose, or one of the purposes, of the meeting is to consider theadoption, amendment or repeal of the bylaws. There shall be included in, or enclosed with, thenotice a copy of the proposed amendment or a summary of the changes to be effected thereby.          Section 2.04. Waiver of notice.          (a) Written waiver. Whenever any written notice is required to be given under theprovisions of the Business Corporation Law, the articles or these bylaws, a waiver thereof inwriting, signed by the person or persons entitled to the notice, whether before or after the timestated therein, shall be deemed equivalent to the giving of the notice. Except as otherwiserequired by this subsection, neither the business to be transacted at, nor the purpose of, ameeting need be specified in the waiver of notice of the meeting. In the case of a special meetingof shareholders, the waiver of notice shall specify the general nature of the business to betransacted.          (b) Waiver by attendance. Attendance of a person at any meeting shall constitute awaiver of notice of the meeting except where a person attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any business because the meetingwas not lawfully called or convened.          Section 2.05. Modification of proposal contained in notice. Whenever the language of aproposed resolution is included in a written notice of a meeting required to be given under theprovisions of the Business Corporation Law or the articles or these bylaws, the
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meeting consideringthe resolution may without further notice adopt it with such clarifying or other amendments as donot enlarge its original purpose.          Section 2.06. Exception to requirement of notice.          (a) General rule. Whenever any notice or communication is required to be given to anyperson under the provisions of the Business Corporation Law or by the articles or these bylaws orby the terms of any agreement or other instrument or as a condition precedent to taking anycorporate action and communication with that person is then unlawful, the giving of the notice orcommunication to that person shall not be required.          (b) Shareholders without forwarding addresses. Notice or other communications shallnot be sent to any shareholder with whom the corporation has been unable to communicate for morethan 24 consecutive months because communications to the shareholder are returned unclaimed or theshareholder has otherwise failed to provide the corporation with a current address. Whenever theshareholder provides the corporation with a current address, the corporation shall commence sendingnotices and other communications to the shareholder in the same manner as to other shareholders.          Section 2.07. Use of conference telephone and similar equipment. The board ofdirectors may provide by resolution with respect to a specified meeting or with respect to a classof meetings that one or more persons may participate in a meeting of the board of directors or ofthe shareholders of the corporation by means of conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can hear each other.Participation in a meeting pursuant to this section shall constitute presence in person at themeeting.ARTICLE IIIMeetings of Shareholders          Section 3.01. Place of Meeting. All meetings of the shareholders of the corporationshall be held at the registered office of the corporation unless another place is designated by theboard of directors in the notice of a meeting.          Section 3.02. Annual Meeting. The board of directors may fix the date and time of theannual meeting of the shareholders, but if no such date and time is fixed by the board, the meetingfor any calendar year shall be held on the third Monday of January in such year, if not a legalholiday under the laws of Pennsylvania, and, if a legal holiday, then on the next succeedingbusiness day, not a Saturday, at 9:00 a.m., and at said meeting the shareholders then entitled tovote shall elect directors and shall transact such other business as may properly be broughtbefore the meeting. If the annual meeting shall not have been called and held within sixmonths after the designated time, any shareholder may call the meeting at any time thereafter.          Section 3.03. Special Meetings. Special meetings of the shareholders may be called atany time by resolution of the board of directors, which may fix the date, time or place of
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themeeting, it shall be the duty of the secretary to do so. A date fixed by the secretary shall not bemore than 60 days after the date of the adoption of the resolution of the board calling the specialmeeting.          Section 3.04. Quorum and Adjournment.          (a) General rule. A meeting of shareholders of the corporation duly called shall notbe organized for the transaction of business unless a quorum is present. The presence ofshareholders entitled to cast at least a majority of the votes that all shareholders are entitledto cast on a particular matter to be acted upon at the meeting shall constitute a quorum for thepurposes of consideration and action on the matter. Shares of the corporation owned, directly orindirectly, by it and controlled, directly or indirectly, by the board of directors of thiscorporation, as such, shall not be counted in determining the total number of outstanding sharesfor quorum purposes at any given time.          (b) Withdrawal of a quorum. The shareholders present at a duly organized meeting cancontinue to do business until adjournment notwithstanding the withdrawal of enough shareholders toleave less than a quorum.          (c) Adjournments generally. Any regular or special meeting may be adjourned for suchperiod and to such place as the shareholders present and entitled to vote shall direct.          (d) Electing directors at adjourned meeting. Those shareholders entitled to vote whoattend a meeting called for the election of directors that has been previously adjourned for lackof a quorum, although less than a quorum as fixed in this section, shall nevertheless constitute aquorum for the purpose of electing directors.          (e) Other action in absence of quorum. Those shareholders entitled to vote who attenda meeting of shareholders that has been previously adjourned for one or more periods aggregating atleast 15 days because of an absence of a quorum, although less than a quorum as fixed in thissection, shall nevertheless constitute a quorum for the purpose of acting upon any matter set forthin the notice of the meeting if the notice states that those shareholders who attend the adjournedmeeting shall nevertheless constitute a quorum for the purpose of acting upon the matter.          Section 3.05. Action by shareholders.          (a) General rule. Except as otherwise provided in the Business Corporation Law or thearticles or these bylaws, whenever any corporate action is to be taken by vote of the shareholdersof the corporation, it shall be authorized by a majority of the votes cast at a duly organizedmeeting of shareholders by the holders of shares entitled to vote thereon.          (b) Interested shareholders. Any merger or other transaction authorized under theBusiness Corporation Law between the corporation or a subsidiary thereof and a shareholder of thiscorporation, or any voluntary liquidation authorized under the Business Corporation Law in which ashareholder is treated differently from other shareholders of the same class (other than
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anydissenting shareholders), shall require the affirmative vote of the shareholders entitled to castat least a majority of the votes that all shareholders other than the interested shareholder areentitled to cast with respect to the transaction, without counting the vote of the interestedshareholder. For the purposes of the preceding sentence, interested shareholder shall include theshareholder who is a party to the transaction or who is treated differently from other shareholdersand any person, or group of persons, that is acting jointly or in concert with the interestedshareholder and any person who, directly or indirectly, controls, is controlled by or is undercommon control with the interested shareholder. An interested shareholder shall not include anyperson who, in good faith and not for the purpose of circumventing this subsection, is an agent,bank, broker, nominee or trustee for one or more other persons, to the extent that the other personor persons are not interested shareholders.          (c) Exceptions. Subsection (b) shall not apply to a transaction:               (1) that has been approved by a majority vote of the board of directors withoutcounting the vote of directors who:                    (i) are directors or officers of, or have a material equity interestin, the interested shareholder; or                    (ii) were nominated for election as a director by the interestedshareholder, and first elected as a director, within 24 months of the dateof the vote on the proposed transaction; or               (2) in which the consideration to be received by the shareholders for shares of anyclass of which shares are owned by the interested shareholder is not less than the highestamount paid by the interested shareholder in acquiring shares of the same class.          (d) Additional approvals. The approvals required by subsection (b) shall be inaddition to, and not in lieu of, any other approval required by the Business Corporation Law, thearticles or these bylaws, or otherwise.          Section 3.06. Organization. At every meeting of the shareholders, the chairman of theboard, if there be one, or, in the case of vacancy in office or absence of the chairman of theboard, one of the following officers present in the order stated: the vice presidents in theirorder of rank and seniority, or a person chosen by vote of the shareholders present, shall act aschairman of the meeting. The secretary, or, in the absence of the secretary, an assistantsecretary, or in the absence of both the secretary and assistant secretaries, a person appointed bythe chairman of the meeting, shall act as secretary.          Section 3.07. Voting rights of shareholders. Unless otherwise provided in thearticles, every shareholder of the corporation shall be entitled to one vote for every sharestanding in the name of the shareholder on the books of the corporation.          Section 3.08. Voting and other action by proxy.
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          (a) General rule.               (1) Every shareholder entitled to vote at a meeting of shareholders may authorizeanother person to act for the shareholder by proxy.               (2) The presence of, or vote or other action at a meeting of shareholders by a proxy ofa shareholder shall constitute the presence of, or vote or action by the shareholder.               (3) Where two or more proxies of a shareholder are present, the corporation shall,unless otherwise expressly provided in the proxy, accept as the vote of all sharesrepresented thereby the vote cast by a majority of them and, if a majority of the proxiescannot agree whether the shares represented shall be voted or upon the manner of voting the            shares, the voting of the shares shall be divided equally among those persons.          (b) Minimum requirements. Every proxy shall be executed in writing by the shareholderand filed with the secretary of the corporation. A proxy, unless coupled with an interest, shall berevocable at will, notwithstanding any other agreement or any provision in the proxy to thecontrary, but the revocation of a proxy shall not be effective until written notice thereof hasbeen given to the secretary of the corporation. An unrevoked proxy shall not be valid after threeyears from the date of its execution unless a longer time is expressly provided therein. A proxyshall not be revoked by the death or incapacity of the maker unless, before the vote is counted orthe authority is exercised, written notice of the death or incapacity is given to the secretary ofthe corporation.          Section 3.09. Voting by fiduciaries and pledgee. Shares of the corporation standing inthe name of a trustee or other fiduciary and shares held by an assignee for the benefit ofcreditors or by a receiver may be voted by the trustee, fiduciary, assignee or receiver. Ashareholder whose shares are pledged shall be entitled to vote the shares until the shares havebeen transferred into the name of the pledgee, or a nominee of the pledgee, but nothing in thissection shall affect the validity of a proxy given to a pledgee or nominee.          Section 3.10. Voting by joint holders of shares.          (a) General rule. Where shares of the corporation are held jointly or as tenants incommon by two or more persons, as fiduciaries or otherwise:               (1) if only one or more of such persons is present in person or by proxy, all of the            shares standing in the names of such persons shall be deemed to berepresented for the purpose of determining a quorum and the corporation shall accept asthe vote of all the shares the vote cast by a joint owner or a majority of them; and               (2) if the persons are equally divided upon whether the shares held by them shall bevoted or upon the manner of voting the shares, the voting of the shares shall be dividedequally among the persons without prejudice to the rights of the joint owners or thebeneficial owners thereof among themselves.
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          (b) Exception. If there has been filed with the secretary of the corporation a copy,certified by an attorney at law to be correct, of the relevant portions of the agreement underwhich the shares are held or the instrument by which the trust or estate was created or the orderof court appointing them or of an order of court directing the voting of the shares, the personsspecified as having such voting power in the document latest in date of operative effect so filed,and only those persons, shall be entitled to vote the shares but only in accordance therewith.          Section 3.11. Voting by corporations.          (a) Voting by corporate shareholders. Any corporation that is a shareholder of thiscorporation may vote at meetings of shareholders of this corporation by any of its officers oragents, or by proxy appointed by any officer or agent, unless some other person, by resolution ofthe board of directors of the other corporation or a provision of its articles or bylaws, a copy ofwhich resolution or provision certified to be correct by one of its officers has been filed withthe secretary of this corporation, is appointed its general or special proxy in which case thatperson shall be entitled to vote the shares.          (b) Controlled shares. Shares of this corporation owned, directly or indirectly, by itand controlled, directly or indirectly, by the board of directors of this corporation, as such,shall not be voted at any meeting and shall not be counted in determining the total number ofoutstanding shares for voting purposes at any given time.          Section 3.12. Determination of shareholders of record.          (a) Fixing record date. The board of directors may fix a time prior to the date of anymeeting of shareholders as a record date for the determination of the shareholders entitled tonotice 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 shareholdersof record on the date fixed shall be so entitled notwithstanding any transfer of shares on thebooks of the corporation after any record date fixed as provided in this subsection. The board ofdirectors may similarly fix a record date for the determination of shareholders of record for anyother purpose. When a determination of shareholders of record has been made as provided in thissection for purposes of a meeting, the determination shall apply to any adjournment thereof unlessthe board fixes a new record date for the adjourned meeting.          (b) Determination when a record date is not fixed. If a record date is not fixed:               (1) The record date for determining shareholders entitled to notice of or to vote at ameeting of shareholders shall be at the close of business on the day next preceding the dayon which notice is given.               (2) The record date for determining shareholders for any other purpose shall be at theclose of business on the day on which the board of directors adopts the resolution relatingthereto.
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          (c) Certification by nominee. The board of directors may adopt a procedure whereby ashareholder of the corporation may certify in writing to the corporation that all or a portion ofthe shares registered in the name of the shareholders are held for the account of a specifiedperson or persons. Upon receipt by the corporation of a certification complying with the procedure,the persons specified in the certification shall be deemed, for the purposes set forth in thecertification, to be the holders of record of the number of shares specified in place of theshareholder making the certification.          Section 3.13. Voting lists.          (a) General rule. The officer or agent having charge of the transfer records forshares of the corporation shall make a complete list of the shareholders entitled to vote at anymeeting of the shareholders, arranged in alphabetical order, with the address of and the number ofshares held by each. The list shall be produced and kept open at the time and place of the meetingand shall be subject to the inspection of any shareholder during the whole time of the meeting forthe purposes thereof except that, if the corporation has 5,000 or more shareholders, in lieu of themaking of the list the corporation may make the information therein available at the meeting by anyother means.          (b) Effect of list. Failure to comply with the requirements of this section shall notaffect the validity of any action taken at a meeting prior to a demand at the meeting by anyshareholder entitled to vote thereat to examine the list. The original transfer records, or aduplicate thereof kept in this Commonwealth, shall be prima facie evidence as to who are theshareholders entitled to examine the list or transfer records or to vote at any meeting ofshareholders.          Section 3.14. Judges of election.          (a) Appointment. In advance of any meeting of shareholders of the corporation, theboard of directors may appoint judges of election, who need not be shareholders, to act at themeeting or any adjournment thereof. If judges of election are not so appointed, the presidingofficer of the meeting may, and on the request of any shareholder shall, appoint judges of electionat the meeting. The number of judges shall be one or three. A person who is a candidate for officeto be filled at the meeting shall not act as a judge.          (b) Vacancies. In case any person appointed as a judge fails to appear or fails orrefuses to act, the vacancy may be filled by appointment made by the board of directors in advanceof the convening of the meeting or at the meeting by the presiding officer thereof.          (c) Duties. The judges of election shall determine the number of shares outstandingand the voting power of each, the shares represented at the meeting, the existence of a quorum, theauthenticity, validity and effect of proxies, receive votes or ballots, hear and determine allchallenges and questions in any way arising in connection with the right to vote, count andtabulate all votes, determine the result and do such acts as may be proper to conduct the electionor vote with a fairness to all shareholders. The judges of election shall perform their
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dutiesimpartially, in good faith, to the best of their ability and as expeditiously as is practical. Ifthere are three judges of election, the decision, act or certificate of a majority shall beeffective in all respects as the decision, act or certificate of all.          (d) Report. On request of the presiding officer of the meeting, the judges shall makea report in writing of any challenge or question or matter determined by them, and execute acertificate of any fact found by them. Any report or certificate made by them shall be prima facieevidence of the facts stated therein.          Section 3.15. Consent of shareholders in lieu of meeting. Any action required orpermitted to be taken at a meeting of the shareholders or of a class of shareholders may be takenwithout a meeting only upon the unanimous written consent of all shareholders who would have beenentitled to vote thereon at a meeting of shareholders called to consider the matter.          Section 3.16. Minors as security holders. The corporation may treat a minor who holdsshares or obligations of the corporation as having capacity to receive and to empower others toreceive dividends interest, principal and other payments or distributions, to vote or expressconsent or dissent and to make elections and exercise rights relating to such shares or obligationsunless, in the case of payments or distributions on shares, the corporate officer responsible formaintaining the list of shareholders or the transfer agent of the corporation or, in the case ofpayments or distributions or obligations, the treasurer or paying officer or agent has receivedwritten notice that the holder is a minor.ARTICLE IVBoard of Directors          Section 4.01. Powers; personal liability.          (a) General rule. Unless otherwise provided by statute, all powers vested by law inthe corporation shall be exercised by or under the authority of, and the business and affairs ofthe corporation shall be managed under the direction of, the board of directors.          (b) Standard of care; justifiable reliance. A director shall stand in a fiduciaryrelation to the corporation and shall perform his or her duties as a director, including duties asa member of any committee of the board upon which the director may serve, in good faith, in amanner the director reasonably believes to be in the best interests of the corporation and withsuch care, including reasonable inquiry, skill and diligence, as a person of ordinary prudencewould use under similar circumstances. In performing his or her duties, a director shall beentitled to rely in good faith on information, opinions, reports or statements, includingfinancial statements and other financial data, in each case prepared or presented by any of thefollowing:               (1) One or more officers or employees of the corporation whom the director reasonablybelieves to be reliable and competent in the matters presented.
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               (2) Counsel, public accountants or other persons as to matters which the directorreasonably believes to be within the professional or expert competence of such person.               (3) A committee of the board upon which the director does not serve, duly designated inaccordance with law, as to matters within its designated authority, which committee thedirector reasonably believes to merit confidence. A director shall not be considered to beacting in good faith if the director has knowledge concerning the matter in question thatwould cause his or her reliance to be unwarranted.          (c) Consideration of factors. In discharging the duties of their respective positions,the board of directors, committees of the board and individual directors may have, in consideringthe best interests of the corporation, consider the effects of any action upon employees, uponsuppliers and customers of the corporation and upon communities in which offices or otherestablishments of the corporation are located, and all other pertinent factors. The considerationof those factors shall not constitute a violation of subsection (b).          (d) Presumption. 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 bestinterests of the corporation.          (e) Personal liability of directors.               (1) A director shall not be personally liable, as such, for monetary damages for anyaction taken, or any failure to take any action, unless:                    (i) the director has breached or failed to perform the duties of his orher office under this section; and                    (ii) the breach or failure to perform constitutes self-dealing, willfulmisconduct or recklessness.               (2) The provisions of paragraph (1) shall not apply to the responsibility or liabilityof a director pursuant to any criminal statute, or the liability of a director for thepayment of taxes pursuant to local, State or Federal law.          (f) Notation of dissent. A director who is present at a meeting of the board ofdirectors, or of a committee of the board, at which action on any corporate matter is taken shallbe presumed to have assented to the action taken unless his or her dissent is entered in theminutes of the meeting or unless the director files a written dissent to the action with thesecretary of the meeting before the adjournment thereof or transmits the dissent in writing tothe secretary of the corporation immediately after the adjournment of the meeting. The right todissent shall not apply to a director who voted in favor of the action. Nothing in this sectionshall bar a director from asserting that minutes of the meeting incorrectly omitted his or herdissent if, promptly upon receipt of a copy of such minutes, the director notifies the secretary,in writing, of the asserted omission or inaccuracy.
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          Section 4.02. Qualifications and selection of directors.          (a) Qualifications. Each director of the corporation shall be a natural person of fullage who need not be a resident of this Commonwealth or a shareholder of the corporation.          (b) Election of directors. Except as otherwise provided in these bylaws, directors ofthe corporation shall be elected by ballot, except upon demand made by a shareholder entitled tovote at the election and before the voting begins. The candidates receiving the highest number ofvotes from each class or group of classes, if any, entitled to elect directors separately up to thenumber of directors to be elected by the class or group of classes shall be elected. If at anymeeting of shareholders, directors of more than one class are to be elected, each class ofdirectors shall be elected in a separate election.          Section 4.03. Number and term of office.          (a) Number. The board of directors shall consist of such number of directors, not morethan nine (9), as may be determined from time to time by resolution of the board of directors.          (b) Term of office. Each director shall hold office until the expiration of the termfor which he or she was elected and until a successor has been elected and qualified or until hisor her earlier death, resignation or removal. A decrease in the number of directors shall not havethe effect of shortening the term of any incumbent director.          (c) Resignation. Any director may resign at any time upon written notice to thecorporation. The resignation shall be effective notice to the corporation. The resignation shall beeffective upon receipt thereof by the corporation or at such subsequent time as shall be specifiedin the notice of resignation.          (d) Classified board of directors. Commencing from the date of the Special Meetingadopting these bylaws, the directors shall be classified into three classes in respect of the timefor which they shall severally hold office as follows: (1) Each class shall be as nearly equal in number as possible.  (2) The term of office of at least one class shall expire in each year.  (3) The members of each class shall be elected fora period of three years.          Section 4.04. Vacancies.          (a) General Rule. Vacancies in the board of directors, including vacancies resultingfrom an increase in the number of directors, may be filled by a majority vote of the remainingmembers of the board though less than a quorum, or by a sole remaining director, and each person soselected shall be a director to serve until the next selection of the class for which
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such directorhas been chosen, and until a successor has been selected and qualified or until his or her earlierdeath, resignation or removal.          (b) Action by resigned directors. When one or more directors resign from the boardeffective at a future date, the directors then in office, including those who have so resigned,shall have power by the applicable vote to fill the vacancies, the vote thereon to take effect whenthe resignations become effective.          Section 4.05. Removal of directors.          (a) Removal by the shareholders. The entire board of directors, or any class of theboard, or any individual director may be removed from office by vote of the shareholders entitledto vote thereon only for cause. In case the board or a class of the board or any one or moredirectors are so removed, new directors may be elected at the same meeting. The repeal of aprovision of the articles or these bylaws prohibiting, or the addition of a provision to thearticles or bylaws permitting, the removal by the shareholders of the board, a class of the boardor a director without assigning any cause shall not apply to any incumbent director during thebalance of the term for which he or she was elected.          (b) Removal by the board. The board of directors may declare vacant the office of adirector who has been judicially declared of unsound mind or who has been convicted of an offensepunishable by imprisonment for a term of more than one year or if within 60 days after notice ofhis or her selection, the director does not accept the office either in writing or by attending ameeting of the board of directors.          Section 4.06. Place of meetings. Meetings of the board of directors may be held atsuch place within or without Pennsylvania as the board of directors may from time to time appointor as may be designated in the notice of the meeting.          Section 4.07. Organization of meetings. At every meeting of the board of directors,the chairman of the board, if there be one, or, in the case of a vacancy in the office or absenceof the chairman of the board, one of the following officers present in the order stated: the vicechairman of the board, if there be one, the president, the vice presidents in their order of rankand seniority, or a person chosen by a majority of the directors present, shall act as chairman ofthe meeting. The secretary, or, in the absence of the secretary, an assistant secretary, or in theabsence of the secretary and the assistant secretaries, any person appointed by the chairman of themeeting, shall act as secretary.          Section 4.08. Regular Meetings. Regular meetings of the board of directors shall beheld at such time and place as shall be designated from time to time by resolution of the board ofdirectors.          Section 4.09. Special Meetings. Regular meetings of the board of directors shall beheld at such time and place as shall be designated from time to time by resolution of the board ofdirectors.
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          Section 4.10. Quorum of and action of directors.          (a) General rule. A majority of the directors in office of the corporation shall benecessary to constitute a quorum for the transaction of business and the acts of a majority of thedirectors present shall be the acts of the board of directors.          (b) Action by written consent. Any action required or permitted to be taken at ameeting of the directors may be taken without a meeting if, prior or subsequent to the action, aconsent or consents thereto by all of the directors in office is filed with the secretary of thecorporation.          Section 4.11. Executive and Other Committees.          (a) Establishment and powers. The board of directors may, by resolution adopted by amajority of the directors in office, establish one or more committees to consist of one or moredirectors of the corporation. Any committee, to the extent provided in the resolution of the boardof directors, shall have and may exercise all of the powers and authority of the board of directorsexcept that a committee shall not have any power or authority as to the following:               (1) The submission to shareholders of any action requiring approval of shareholdersunder the Business Corporation Law.               (2) The creation or filling of vacancies in the board of directors.               (3) The adoption, amendment or repeal of these bylaws.               (4) The amendment or repeal of any resolution of the board that by its terms isamendable or repealable only by the board.               (5) Action on matters committed by a resolution of the board of directors to anothercommittee of the board.          (b) Alternate committee members. The board may designate one or more directors asalternate members of any committee who may replace any absent or disqualified member at any meetingof the committee or for the purposes of any written action by the committee. In the absence ordisqualification of a member and alternate member or members of a committee, the member or membersthereof present at any meeting and not disqualified fromvoting, whether or not he, she or they constitute a quorum, may unanimously appoint anotherdirector to act at the meeting in the place or the absent or disqualified member.          (c) Term. Each committee of the board shall serve at the pleasure of the board.          (d) Committee procedures. The term “board of directors” or “board,” when used in anyprovision of these bylaws relating to the organization or procedures of or the manner
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of takingaction by the board of directors, shall be construed to include and refer to any executive or othercommittee of the board.          Section 4.12. Compensation. The board of directors shall have the authority to fix thecompensation of directors for their services as directors and a director may be a salaried officerof the corporation.          Section 4.13. Nomination of directors.          (a) Notice required. Nominations for election of directors may be made by anyshareholder entitled to vote for the election of directors if written notice (the “Notice”) of theshareholder’s intent to nominate a director at the meeting is given by the shareholder and receivedby the secretary of the corporation in the manner and within the time specified herein. The Noticeshall be delivered to the secretary of the corporation not less than 14 days nor more than 50 daysprior to any meeting of the shareholders called for the election of directors; except that if lessthan 21 days’ notice of the meeting is given to shareholders, the Notice shall be delivered to thesecretary of the corporation not later than the earlier of the seventh day following the day onwhich notice of the meeting was first mailed to shareholders or the fourth day prior to themeeting. In lieu of delivery to the secretary of the corporation, the Notice may be mailed to thesecretary of the corporation by certified mail, return receipt requested, but shall be deemed tohave been given only upon actual receipt by the secretary of the corporation.          (b) Contents of notice. The Notice shall be in writing and shall contain or beaccompanied by:               (1) the name and residence of the nominating shareholder;               (2) a representation that the shareholder is a holder of record of the corporation’svoting stock and intends to appear in person or by proxy at the meeting to nominate theperson or persons specified in the Notice;               (3) such information regarding each nominee as would have been required to be includedin a proxy statement filed pursuant to Regulation 14A of the rules and regulationsestablished by the Securities and Exchange Commission under the Securities Exchange Act of1934 (or pursuant to any successor act or regulation) had proxies been solicited withrespect to such nominee by the management or board of directors of the corporation;               (4) a description of all arrangements or understandings among the shareholder and eachnominee and any other person or persons (naming such person or persons) pursuant to whichthe nomination or nominations are to be made by the shareholder; and               (5) the consent of each nominee to serve as a director of the corporation if soelected.
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          (c) Determination of compliance. Unless a judge or judges of election shall have beenappointed pursuant to these bylaws, the chairman of the meeting may, if the facts warrant,determine and declare to the meeting that any nomination made at the meeting was not made inaccordance with the procedures of this section and, in such event, the nomination shall bedisregarded. Any decision by the chairman of the meeting shall be conclusive and binding upon allshareholders of the corporation for any purpose.          (d) Exception. The procedures of this section shall not apply to nominations withrespect to which proxies shall have been solicited pursuant to a proxy statement filed pursuant toRegulation 14A of the rules and regulations adopted by the Securities and Exchange Commission underthe Securities Exchange Act of 1934, or pursuant to any successor act or regulation.ARTICLE VOfficers          Section 5.01. Officers Generally.          (a) Number, qualifications and designation. The officers of the corporation shall be apresident, one or more vice presidents, a secretary, a treasurer, and such other officers as may beelected in accordance with the provisions of Section 5.03. Officers may but need not be directorsor shareholders of the corporation. The president and secretary shall be natural persons of fullage. The treasurer may be a corporation, but if a natural person shall be of full age. The board ofdirectors shall elect from among the members of the board a chairman of the board and a vicechairman of the board who shall be officers of the corporation. Any number of offices may be heldby the same person.          (b) Resignations. Any officer may resign at any time upon written notice to thecorporation. The resignation shall be effective upon receipt thereof by the corporation or at suchsubsequent time as may be specified in the notice of resignation.          (c) Bonding. The corporation may secure the fidelity of any or all of its officers bybond or otherwise.          (d) Standard of care. Except as otherwise provided in the articles, an officer shallperform his or her duties as an officer in good faith, in a manner he or she reasonably believes tobe in the best interests of the corporation and which such care, including reasonableinquiry, skill and diligence, as a person of ordinary prudence would use under similarcircumstances. A person who so performs his or her duties shall not be liable by reason of havingbeen an officer of the corporation.          Section 5.02. Election and terms of office. The officers of the corporation, exceptthose elected by delegated authority pursuant to Section 5.03, shall be elected annually by theboard of directors, and each such officer shall hold office for a term of one year and until asuccessor has been selected and qualified or until his or her earlier death, resignation orremoval.
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          Section 5.03. Subordinate officers, committees and agents. The board of directors mayfrom time to time elect such other officers and appoint such committees, employees or other agentsas the business of the corporation may require, including one or more assistant secretaries, andone or more assistant treasurers, each of whom shall hold office for such period, have suchauthority, and perform such duties as are provided in these bylaws or as the board of directors mayfrom time to time determine. The board of directors may delegate to any officer or committee thepower to elect subordinate officers and to retain or appoint employees or other agents, orcommittees thereof and to prescribe the authority and duties of such subordinate officers,committees, thereof and to prescribe the authority and duties of such subordinate officers,committees, employees or other agents.          Section 5.04. Removal of officers and agents. Any officer or agent of the corporationmay be removed by the board of directors with or without cause. The removal shall be withoutprejudice to the contract rights, if any, of the person so removed. Election or appointment of anofficer or agent shall not of itself create contract rights.          Section 5.05. Vacancies. A vacancy in any office because of death, resignation,removal, disqualification, or any other cause, shall be filled by the board of directors or by theofficer or committee to which the power to fill such office has been delegated pursuant to Section5.03, as the case may be, and if the office is one for which these bylaws prescribe a term, shallbe filled for the unexpired portion of the term.          Section 5.06. Authority. All officers of the corporation, as between themselves andthe corporation, shall have such authority and perform such duties in the management of thecorporation as may be provided by or pursuant to resolutions of orders of the board of directors orin the absence of controlling provisions in the resolutions or orders of the board of directors, asmay be determined by or pursuant to these bylaws.          Section 5.07. The chairman and vice chairman of the board. The chairman of the boardor in the absence of the chairman, the vice chairman of the board, shall preside at all meetings ofthe shareholders and of the board of directors and shall perform such other duties as may from timeto time be requested by the board of directors.          Section 5.08. The president. The president shall be the chief executive officer of thecorporation and shall have general supervision over the business and operations of the corporation,subject however, to the control of the board of directors. The president shall sign,execute, and acknowledge in the name of the corporation, deeds, mortgages, bonds, contracts orother instruments authorized by the board of directors, except in cases where the signing andexecution thereof shall be expressly delegated by the board of directors, or by these bylaws, tosome other officer or agent of the corporation; and, in general, shall perform all duties incidentto the office of president and such other duties as from time to time may be assigned by the boardof directors.
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          Section 5.09. The vice presidents. The vice presidents shall perform the duties of thepresident in the absence of the president and such other duties as from time to time may beassigned to them by the board of directors or the president.          Section 5.10. The secretary. The secretary or an assistant secretary shall attend allmeetings of the shareholders and of the board of directors and shall record all the votes of theshareholders and of the directors and the minutes of the meetings of the shareholders and of theboard of directors and of committees of the board in a book or books to be kept for that purpose;shall see that notices are given and records and reports properly kept and filed by the corporationas required by law; shall be the custodian of the seal of the corporation and see that it isaffixed to all documents to be executed on behalf of the corporation under its seal; and, ingeneral, shall perform all duties incident to the office of secretary, and such other duties as mayfrom time to time be assigned by the board of directors or the president.          Section 5.11. The treasurer. The treasurer or an assistant treasurer shall have orprovide for the custody of the funds or other property of the corporation; shall collect andreceive or provide for the collection and receipt of moneys earned by or in any manner due to orreceived by the corporation; shall deposit all funds in his or her custody as treasurer in suchbanks or other places of deposit as the board of directors may from time to time designate; shall,whenever so required by the board of directors, render an account showing all transactions astreasurer and the financial condition of the corporation; and, in general, shall discharge suchother duties as may from time to time be assigned by the board of directors or the president.          Section 5.12. Salaries. The salaries of the officers elected by the board of directorsshall be fixed from time to time by the board of directors or by such officer as may be designatedby resolution of the board. The salaries or other compensation of any other officers, employees andother agents shall be fixed from time to time by the officer or committee to which the power toelect such officers or to retain or appoint such employees or other agents has been delegatedpursuant to Section 5.03. No officer shall be prevented from receiving such salary or othercompensation by reason of the fact that the officer is also a director of the corporation.ARTICLE VICertificates of Stock, Transfer, Etc.          Section 6.01. Share certificates. Certificates for shares of the corporation shall bein such form as approved by the board of directors, and shall state that the corporation isincorporated under the laws of Pennsylvania, the name of the person to whom issued, and thenumber and class of shares and the designation of the series (if any) that the certificaterepresents. The share transfer records and blank share certificates shall be kept by the secretaryor by any transfer agent or registrar designated by the board of directors for that purpose.          Section 6.02. Issuance. The share certificates of the corporation shall be numberedand registered in the transfer records of the corporation as they are issued. They shall be signedby the president or a vice president and by the secretary or an assistant secretary or the
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treasurer or an assistant treasurer, and shall bear the corporate seal, which may be a facsimile,engraved or printed; but where such certificate is signed by a transfer agent or a registrar thesignature of any corporate officer upon 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 sharecertificate shall have ceased to be such officer because of death, resignation or otherwise, beforethe certificate is issued, it may be issued with the same effect as if the officer had not ceasedto be such at the date of its issue. The provisions of this Section 6.02 shall be subject to anyinconsistent or contrary agreement at the time between the corporation and any transfer agent orregistrar.          Section 6.03. Transfer. Transfers of shares shall be made on the transfer records ofthe corporation upon surrender of the certificates therefor, endorsed by the person named in thecertificates or by an attorney lawfully constituted in writing. No transfer shall be madeinconsistent with the provisions of the Uniform Commercial Code, 13 Pa.C.S. Sections 8101 et seq.,and its amendments and supplements.          Section 6.04. Record holder of shares. The corporation shall be entitled to treat theperson in whose name any share or shares of the corporation stand on the books of the corporationas the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to,or interest in, such share or shares on the part of any other person.          Section 6.05. Lost, destroyed or mutilated certificates. The holder of any shares ofthe corporation shall immediately notify the corporation of any loss, destruction or mutilation ofthe certificate therefor, and the board of directors may, in its discretion, cause a newcertificate or certificates to be issued to such holder, in case of mutilation of the certificate,upon the surrender of the mutilated certificate, or, in case of loss or destruction of thecertificate, upon satisfactory proof of such loss or destruction and, if the board of directorsshall so determine, the deposit of a bond in such form and in such sum, and with such surety orsureties, as it may direct.ARTICLE VIIIndemnification of Directors, Officers and Other Authorized Representatives          Section 7.01. Scope of Indemnification.          (a) General Rule. The corporation shall indemnify an indemnified representativeagainst any liability incurred in connection with any proceeding in which the indemnifiedrepresentative may be involved as a party or otherwise by reason of the fact thatsuch person is or was serving in an indemnified capacity, including, without limitation,liabilities resulting from any actual or alleged breach or neglect of duty, error, misstatement ormisleading statement, negligence, gross negligence or act giving rise to strict or productsliability, except:               (1) where such indemnification is expressly prohibited by applicable law;
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               (2) where the conduct of the indemnified representative has been finally determinedpursuant to Section 7.06 or otherwise:     (i) to constitute willful misconduct or recklessness within the meaningof any provision of law sufficient in the circumstances to barindemnification against liabilities arising from the conduct; or     (ii) to be based upon or attributable to the receipt by the indemnifiedrepresentative from the corporation of a personal benefit to which theindemnified representative is not legally entitled; or               (3) to the extent such indemnification has been finally determined in a finaladjudication pursuant to Section 7.06 to be otherwise unlawful.          (b) Partial Payment. If an indemnified representative is entitled to indemnificationin respect of a portion, but not all, of any liabilities to which such person may be subject, thecorporation shall indemnify such indemnified representative to the maximum extent for such portionof the liabilities.          (c) Presumption. The termination of a proceeding by judgment, order, settlement orconviction or upon a plea of nolo contendere or its equivalent shall not of itself create apresumption that the indemnified representative is not entitled to indemnification.          (d) Definitions. For purposes of this Article:               (1) “indemnified capacity” means any and all past, present and future service by anindemnified representative in one or more capacities as a director, officer, employee oragent of the corporation, as a director, officer, employee, agent, fiduciary or trustee ofanother corporation, partnership, joint venture, trust, employee benefit plan or otherentity or enterprise;               (2) “indemnified representative” means any and all directors and officers of thecorporation and any other person designated as an indemnified representative by the board ofdirectors of the corporation (which may, but need not, include any person serving at therequest of the corporation, as a director, officer, employee, agent, fiduciary or trustee ofanother corporation, partnership, joint venture, trust, employee benefit plan or otherentity or enterprise);               (3) “liability” means any damage, judgment, amount paid in settlement, fine, penalty,punitive damages, excise tax assessed with respect to an employee benefit plan, or cost orexpense, of any nature (including, without limitation, attorneys’ fees and disbursements);and               (4) “proceeding” means any threatened, pending or completed action, suit, appeal orother proceedings of any nature, whether civil, criminal, administrative or
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investigative,whether formal or informal, and whether brought by or in the right of the corporation, aclass of its security holders or otherwise.          Section 7.02. Proceedings initiated by indemnified representatives. Notwithstandingany other provision of this Article, the corporation shall not indemnify under this Article anindemnified representative for any liability incurred in a proceeding initiated (which shall not bedeemed to include counter-claims or affirmative defenses) or participated in as an intervener oramicus curiae by the person seeking indemnification unless such initiation of or participation inthe proceeding is authorized, either before or after its commencement, by the affirmative vote of amajority of the directors in office. This section does not apply to reimbursement of expensesincurred in successfully prosecuting or defending an arbitration under Section 7.06 or otherwisesuccessfully prosecuting or defending the rights of an indemnified representative granted by orpursuant to this Article.          Section 7.03. Advancing expenses. The corporation shall pay the expenses (includingattorneys’ fees and disbursements) incurred in advance in good faith by an indemnifiedrepresentative in advance of the final disposition of a proceeding described in Section 7.01 or7.02 upon receipt of an undertaking by or on behalf of the indemnified representative to repay theamount if it is ultimately determined pursuant to Section 7.06 that such person is not entitled tobe indemnified by the corporation pursuant to this Article. The financial ability of an indemnifiedrepresentative to repay an advance shall not be a prerequisite to the making of such advance.          Section 7.04. Securing of indemnification obligations. To further effect, satisfy orsecure the indemnification obligations provided herein or otherwise, the corporation may maintaininsurance, obtain a letter of credit, act as self-insurer, create a reserve, trust, escrow, cashcollateral or other fund or account, enter into indemnification agreements, pledge or grant asecurity interest in any assets or properties of the corporation, or use any other mechanism orarrangement whatsoever in such amounts, at such costs, and upon such other terms and conditions asthe board of directors shall deem appropriate. Absent fraud, the determination of the board ofdirectors with respect to such amounts, costs, terms and conditions shall be conclusive against allsecurity holders, officers and directors and shall not be subject to voidability.          Section 7.05. Payment of indemnification. An indemnified representative shall beentitled to indemnification within 30 days after a written request for indemnification has beendelivered to the secretary of the corporation.          Section 7.06. Arbitration.          (a) General rule. Any dispute related to the right to indemnification, contribution oradvancement of expenses as provided under this Article, except with respect to indemnification forliabilities arising under the Securities Act of 1933 that the corporation has undertaken to submitto a court for adjudication, shall be decided only by arbitration in the metropolitan area in whichthe principal executive offices of the corporation are located at the
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time, in accordance withcommercial arbitration rules then in effect of the American Arbitration Association, before a panelof three arbitrators, one of whom shall be selected by the corporation, the second of whom shall beselected by the indemnified representative and the third of whom shall be selected by the other twoarbitrators. In the absence of the American Arbitration Association, or if for any reasonarbitration under the arbitration rules of the American Arbitration Association cannot beinitiated, or if one of the parties fails or refuses to select an arbitrator or if the arbitratorsselected by the corporation and the indemnified representative cannot agree on the selection of thethird arbitrator within 30 days after such time as the corporation and the indemnifiedrepresentative have each been notified of the selection of the other’s arbitrator, the necessaryarbitrator or arbitrators shall be selected by the presiding judge of the court of generaljurisdiction in such metropolitan area.          (b) Qualifications of arbitrators. Each arbitrator selected as provided herein isrequired to be or have been a director or executive officer of a corporation whose shares of commonstock were listed during at least one year of such service on the New York Stock Exchange or theAmerican Stock Exchange or Automated Quotations System.          (c) Burden of proof. The party or parties challenging the right of an indemnifiedrepresentative to the benefits of this Article shall have the burden of proof.          (d) Expenses. The corporation shall reimburse an indemnified representative for theexpenses (including attorneys’ fees and disbursements) incurred in successfully prosecuting ordefending such arbitration.          (e) Effect. Any award entered by the arbitrators shall be final, binding andnonappealable and judgment may be entered thereon by any party in accordance with applicable law inany court of competent jurisdiction, except that the corporation shall be entitled to interpose asa defense in any such judicial enforcement proceeding any prior final judicial determinationadverse to the indemnified representative under Section 7.01(a)(2) in a proceeding not directlyinvolving indemnification under this Article. This arbitration provision shall be specificallyenforceable.          Section 7.07. Contribution. If the indemnification provided for in this Article orotherwise is unavailable for any reason in respect of any liability or portion thereof, thecorporation shall contribute to the liabilities to which the indemnified representative may besubject in such proportion as is appropriate to reflect the intent of this Article or otherwise.          Section 7.08. Mandatory indemnification of directors, officers, etc. To the extentthat an authorized representative of the corporation has been successful on the merits or otherwisein defense of any action or proceeding referred to in 15 Pa.C.S. Sections 1741 or 1742 or indefense of any claim, issue or matter therein, such person shall be indemnified against expenses(including attorneys’ fees and disbursements) actually and reasonably incurred by such person inconnection therewith.
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          Section 7.09. Contract rights; amendments or repeal. All rights under this Articleshall be deemed a contract between the corporation and the indemnified representative pursuant towhich the corporation and each indemnified representative intend to be legally bound. Any repeal,amendment or modification hereof shall be prospective only and shall not affect any rights orobligations then existing.          Section 7.10. Scope of article. The rights granted by this Article shall not be deemedexclusive of any other rights to which those seeking indemnification, contribution or advancementof expenses may be entitled under any statute, agreement, vote of shareholders or disinteresteddirectors or otherwise both as to action in an indemnified capacity and as to action in any othercapacity. The indemnification, contribution and advancement of expenses provided by or grantedpursuant to this Article shall continue as to a person who has ceased to be an indemnifiedrepresentative in respect of matters arising prior to such time, and shall inure to the benefits ofthe heirs, executors, administrators and personal representatives of such a person.          Section 7.11. Reliance on provisions. Each person who shall act as an indemnifiedrepresentative of the corporation shall be deemed to be doing so in reliance upon the rightsprovided by this Article.          Section 7.12. Interpretation. The provisions of this Article are intended toconstitute bylaws authorized by Section 1746 of the Business Corporation Law of Pennsylvania(relating to non-exclusivity and supplementary coverage).ARTICLE VIIIMiscellaneous          Section 8.01. Corporate Seal. The corporation shall have a corporate seal in the formof a corporation, the year of incorporation and such other details as may be approved by the boardof directors.          Section 8.02. Checks. All checks, notes, bills of exchange or other orders in writingshall be signed by such person or persons as the board of directors or any person authorized byresolution of the board of directors may from time to time designate.          Section 8.03. Contracts.          (a) General Rule. Except as otherwise provided in the Business Corporation Law in thecases of transactions which require action by the shareholders, the board of directorsmay authorize any officer or agent to enter into any contract or to execute or deliver anyinstrument on behalf of the corporation, and such authority may be general or confined to specificinstances.          (b) Statutory form of execution of instruments. Any note, mortgage, evidence ofindebtedness, contract or other document, or any assignment or endorsement thereof, executed orentered into between the corporation and any other person, when signed by one or more
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officers oragents having actual or apparent authority to sign it, or by the president or vice president andsecretary or assistant secretary or treasurer or assistant treasurer of the corporation, shall beheld to have been properly executed for and on behalf of the corporation, without prejudice to therights of the corporation against any person who shall have executed the instrument in excess ofhis or her actual authority.          Section 8.04. Interested directors or officers; quorum.          (a) General Rule. A contract or transaction between the corporation and one or more ofits directors or officers or between the corporation and another corporation, partnership, jointventure, trust or other enterprise in which one or more of its directors or officers are directorsor officers or have a financial or other interest, shall not be void or voidable solely for thatreason, or solely because the director or officer is present at or participates in the meeting ofthe board of directors that authorizes the contract or transaction, solely because his, her ortheir votes are counted for that purpose, if:               (1) the material facts as to the relationship or interest and as to the contract ortransaction are disclosed or are known to the board of directors and the board authorizesthe contract or transaction by the affirmative votes of a majority of the disinteresteddirectors even though the disinterested directors are less than a quorum;               (2) the material facts as to his or her relationship or interest and as to the contractor transaction are disclosed or are known to the shareholders entitled to vote thereon andthe contract or transaction is specifically approved in good faith by vote of thoseshareholders; or               (3) the contract or transaction is fair as to the corporation as of the time it isauthorized, approved or ratified by the board of directors or the shareholders.          (b) Quorum. Common or interested directors may be counted in determining the presenceof a quorum at a meeting of the board which authorizes a contract or transaction specified insubsection (a).          Section 8.05. Deposits. All funds of the corporation shall be deposited from time totime to the credit of the corporation in such banks, trust companies or other depositories as theboard of directors may approve or designate, and all such funds shall be withdrawn only upon checkssigned by such one or more officers or employees as the board of directors shall from time to timedetermine.          Section 8.06. Corporate Records.          (a) Required records. The corporation shall keep complete and accurate books andrecords of account, minutes of the proceedings of the incorporators, shareholders and directors anda share register giving the names and addresses of all shareholders and the number and class ofshares held by each. The share register shall be kept at either the registered office of thecorporation in this Commonwealth or at its principal place of business wherever situated or at
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theoffice of its registrar or transfer agent. Any books, minutes or other records may be in writtenform or any other form capable of being converted into written form within a reasonable time.          (b) Right of inspection. Every shareholder shall, upon written verified demand statingthe purpose thereof, have a right to examine, in person or by agent or attorney, during the usualhours for business for any proper purpose, the share register, books and records of account, andrecords of the proceedings of the incorporators, shareholders and directors and to make copies orextracts therefrom. A proper purpose shall mean a purpose reasonably related to the interest of theperson as a shareholder. In every instance where an attorney or other agent is the person who seeksthe right of inspection, the demand shall be accompanied by a verified power of attorney or otherwriting that authorizes the attorney or other agent to so act on behalf of the shareholder. Thedemand shall be directed to the corporation at its registered office in Pennsylvania or at itsprincipal place of business wherever situated.          Section 8.07. Amendment of By-Laws. These bylaws may be amended or repealed, or newby-laws may be adopted, either (i) by vote of the shareholders at any duly organized annual orspecial meeting of shareholders, or (ii) with respect to those matters which are not by statutereserved exclusively to the shareholders and regardless of whether the shareholders have previouslyadopted or approved the bylaw being amended or repealed, by vote of a majority of the board ofdirectors of the corporation in office at any regular or special meeting of directors. Any changein these bylaws shall take effect when adopted unless otherwise provided in the resolutioneffecting the change. See Section 2.03(b) (relating to notice of action by shareholders on bylaws).
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**TABLE OF CONTENTS**     ARTICLE I    Offices and Fiscal Year  1 Section 1.01. Registered Office  1 Section 1.02. Other Offices  1 Section 1.03. Fiscal Year  1 ARTICLE II    Notice — Waivers — Meetings Generally  1 Section 2.01. Manner of giving notice  1 Section 2.02. Notice of meetings of board of directors  2 Section 2.03. Notice of meetings of shareholders  2 Section 2.04. Waiver of notice  2 Section 2.05. Modification of proposal contained in notice  2 Section 2.06. Exception to requirement of notice  3 Section 2.07. Use of conference telephone and similar equipment  3 ARTICLE III    Meetings of Shareholders  3 Section 3.01. Place of Meeting  3 Section 3.02. Annual Meeting  3 Section 3.03. Special Meetings  4 Section 3.04. Quorum and Adjournment  4 Section 3.05. Action by shareholders  4 Section 3.06. Organization  5 Section 3.07. Voting rights of shareholders  5 Section 3.08. Voting and other action by proxy  5 Section 3.09. Voting by fiduciaries and pledges  6 Section 3.10. Voting by joint holders of shares  6 Section 3.11. Voting by corporations  7 Section 3.12. Determination of shareholders of record  7 Section 3.13. Voting lists  8 Section 3.14. Judges of election  8 Section 3.15. Consent of shareholders in lieu of meeting  9 Section 3.16. Minors as security holders  9 ARTICLE IV    Board of Directors  9 Section 4.01. Powers; personal liability  9 Section 4.02. Qualifications and selection of directors  11 Section 4.03. Number and term of office  11 Section 4.04. Vacancies  12 Section 4.05. Removal of directors  12 Section 4.06. Place of meetings  12 Section 4.07. Organization of meetings  12 Section 4.08. Regular Meetings  12 Section 4.09. Section 4.09. Special Meetings  12 Section 4.10. Quorum of and action of directors  13 
 

 
     Section 4.11. Executive and Other Committees  13 Section 4.12. Compensation  14 Section 4.13. Nomination of directors  14 ARTICLE V    Officers  15 Section 5.01. Officers Generally  15 Section 5.02. Election and terms of office  16 Section 5.03. Subordinate officers, committees and agents  16 Section 5.04. Removal of officers and agents  16 Section 5.05. Vacancies  16 Section 5.06. Authority  16 Section 5.07. The chairman and vice chairman of the board  16 Section 5.08. The president  16 Section 5.09. The vice presidents  17 Section 5.10. The secretary  17 Section 5.11. The treasurer  17 Section 5.12. Salaries  17 ARTICLE VI    Certificates of Stock, Transfer, Etc  17 Section 6.01. Share certificates  17 Section 6.02. Issuance  18 Section 6.03. Transfer  18 Section 6.04. Record holder of shares  18 Section 6.05. Lost, destroyed or mutilated certificates  18 ARTICLE VII    Indemnification of Directors, Officers and Other Authorized Representatives  18 Section 7.01. Scope of Indemnification  18 Section 7.02. Proceedings initiated by indemnified representatives  20 Section 7.03. Advancing expenses  20 Section 7.04. Securing of indemnification obligations  20 Section 7.05. Payment of indemnification  20 Section 7.06. Arbitration  21 Section 7.07. Contribution  21 Section 7.08. Mandatory indemnification of directors, officers, etc  22 Section 7.09. Contract rights; amendments or repeal  22 Section 7.10. Scope of article  22 Section 7.11. Reliance on provisions  22 Section 7.12. Interpretation  22 ARTICLE VIII    Miscellaneous  22 Section 8.01. Corporate Seal  22 Section 8.02. Checks  22 Section 8.03. Contracts  22 Section 8.04. Interested directors or officers; quorum  23 
 

 
     Section 8.05. Deposits  23 Section 8.06. Corporate Records  23 Section 8.07. Amendment of By-Laws  24 
 

 
AMENDMENTS TO THE BYLAWSOFRENT-WAY, INC.ADOPTED NOVEMBER 17, 2000AMENDMENT NO. 1 — A new Section 3.03A would be added to Article III of the bylaws to govern thenotice of proposals to be presented at meetings of the shareholders and, correspondingly, thebusiness that can be conducted at any such meeting. New Section 3.03A would read in its entirety asfollows:          Section 3.03A Notice of Business to be presented at Shareholder Meetings.          (a) Annual Meetings of Shareholders. The proposal of business to be considered by theshareholders at an annual meeting of shareholders may be made (i) pursuant to the corporation’snotice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by anyshareholder of the corporation who was a shareholder of record at the time of giving of noticeprovided for in this Section, who is entitled to vote at the meeting and who has complied with thenotice procedures set forth in this Section. For business to be properly brought before an annualmeeting by a shareholder pursuant to clause (iii) of the preceding sentence, such business must bea proper matter for shareholder action, the shareholder must have given timely notice thereof inwriting to the Secretary of the corporation and such notice must comply with the followingrequirements:                    (i) To be timely, a shareholder’s notice given pursuant to this Section must be received atthe principal executive offices of the corporation, addressed to the Secretary, not less than 90calendar days before the anniversary date of the corporation’s proxy statement released toshareholders in connection with the previous year’s annual meeting or, if none, its most recentprevious annual meeting. Notwithstanding the preceding sentence, (A) for business to be presentedat the 2001 annual meeting of shareholders, a shareholder’s notice shall be considered timely if soreceived by the corporation on or before January 2, 2001 and (B) after 2001, if the date of theannual meeting at which such business is to be presented has been changed by more than 30 days fromthe date of the most recent previous annual meeting, a shareholder’s notice shall be consideredtimely if so received by the corporation (i) on or before the later of (x) 120 calendar days beforethe date of the annual meeting at which such business is to be presented or (y) 30 days followingthe first public announcement by the corporation of the date of such annual meeting and (ii) notlater than 15 calendar days prior to the scheduled mailing date of the corporation’s proxymaterials for such annual meeting. In no event shall the public announcement of an adjournment ofan annual meeting commence a new time period for the giving of a shareholder’s notice as describedabove.
 

 
                    (ii) A shareholder’s notice given pursuant to this Section shall set forth (A) the name andaddress of the shareholder who intends to make the proposal and the classes and numbers of sharesof the Corporation’s stock beneficially owned by such shareholder; (B) a representation that theshareholder is and will at the time of the annual meeting be a holder of record of stock of theCorporation entitled to vote at such meeting on the proposal(s) specified in the notice and intendsto appear in person or by proxy at the meeting present such proposal(s), (C) a description of thebusiness the shareholder intends to bring before the meeting, including the text of any proposal orproposals to be presented for action by the shareholders, (D) the name and address of anybeneficial owner(s) of the corporation’s stock on whose behalf such business is to be presented andthe class and number of shares beneficially owned by each such beneficial owner and (E) the reasonsfor conducting such business at the meeting and any material interest in such business of suchshareholder or any such beneficial owner.          (b) Special Meetings of Shareholders. Only such business shall be conducted at a specialmeeting of shareholders as shall have been brought before the meeting pursuant to the Corporation’snotice of meeting.          (c) General. (i) Only such business shall be conducted at a meeting of shareholders as shallhave been brought before the meeting in accordance with the procedures set forth in this Section3.03A. The Chairman of the meeting shall have the power and the duty to determine whether anybusiness proposed to be brought before a meeting was proposed in accordance with the procedures setforth in this Section 3.03A and, if any business is not in compliance with this Section 3.03A, todeclare that such defective proposal shall be disregarded.          (d) For purposes of this Section 3.03A, (A) “public announcement” shall mean disclosure in apress release reported by the Dow Jones News Service, Associated Press or comparable national newsservice or in a document publicly filed by the corporation with the Securities and ExchangeCommission pursuant to Section 13, 14, or 15(d) of the Securities Exchange Act of 1934 (the“Exchange Act”) and (B) “beneficial ownership” shall be determined in accordance with Rule 13d-3under the Exchange Act or any successor rule.                    (iii) Notwithstanding the foregoing provisions of this Section 3.03A or any other provision ofthe bylaws, a shareholder shall also comply with all applicable requirements of the Exchange Actand the rules and regulations thereunder with respect to the matters set forth in this Section.Nothing in this Section 3.03A or any other provision of the bylaws shall be deemed to affect anyrights of a shareholder to require inclusion of a proposal in the corporation’s proxy statementpursuant to Rule 14a-8 under the Exchange Act, or any successor rule, or to present for action atan annual meeting any proposal so included.AMENDMENT NO. 2 — Section 4.03(d), which provides for a classified board of directors (3 classes),should be amended to add the following:“In the event of the repeal or amendment of this Section 4.03,incumbent director shall continue to serve for the balance of the
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term for which he or she was elected (subject to the provisions ofSection 4.05, if applicable).”AMENDMENT NO. 3 — Section 4.13 of the bylaws governs the Nomination of Directors. Two proposedamendments are to be considered:A. Paragraph (a) would be amended to read in its entirety as follows:"(a) Nominations and Notice. Nominations for the election ofdirectors may be made by the Board of Directors, a committee thereofor any officer of the corporation to whom the Board of Directors orsuch committee shall have delegated such authority. Upon noticegiven to the corporation in accordance with this paragraph (a) andwith paragraph (b) of this Section 4.13 (the “Notice”), nominationsmay also be made by any shareholder entitled to vote in the electionof directors. The Notice of a shareholder’s intent to make anomination or nominations for director must be given to thecorporation either by United States mail or personal delivery to theSecretary of the corporation not later than 90 days prior to theanniversary date of the previous year’s annual meeting ofshareholders except that, for the 2001 annual meeting, the Noticeshall be considered timely if so received by the corporation on orbefore January 2, 2001. The Board of Directors will be under noobligation to recommend the election of any nominee proposed by anyshareholder, even though the notice as set forth above has beengiven.”B. Paragraph (d) would be deleted.
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AMENDMENTS TO THEBYLAWSOFRENT-WAY, INC.ADOPTED MARCH 21, 2005AMENDMENT NO. 1—Section 5.01 is amended to read in its entirety as follows: