EXHIBIT 4(C)


                              AMENDED AND RESTATED
                                    BY-LAWS
                                       of
                            HARLEYSVILLE GROUP INC.

                             REVISED APRIL 27, 2005


                         Article I - CORPORATION OFFICE
                        -------------------------------


Section 1.  REGISTERED OFFICE
-----------------------------

     The  registered  office  shall  be  at  The Corporation Trust Company, 1209
Orange Street, Wilmington, Delaware 19801.

Section 2.  PRINCIPAL OFFICE
----------------------------

     The  principal  office  of  the  Corporation  shall be at 355 Maple Avenue,
Harleysville,  Montgomery  County,  Pennsylvania 19438. 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 from time to time require.


                                Article II - SEAL
                                -----------------

     The  corporate  seal  of  the Corporation and any alterations thereof shall
contain  the  name of the Corporation, the year of incorporation, and the words,
"Corporate Seal, Delaware".


                     Article III - MEETINGS OF STOCKHOLDERS
                     --------------------------------------

Section 1.  PLACE OF MEETINGS
-----------------------------

     All  meetings  of  the stockholders shall be held at such time and place as
may  be  fixed  from  time  to  time by the Board of Directors and stated in the
notice of meeting or in a duly executed waiver of notice thereof.

Section 2.  ANNUAL MEETING
--------------------------

     The  Annual  Meeting  of  the  stockholders  shall  be  held  on the fourth
Wednesday  of  the month of April in each year, if not a legal holiday, and if a
legal  holiday,  then on the next full business day following, at 10:00 A.M., or
at  such  other  date  and  time as shall be designated from time to time by the
Board of Directors and stated in the notice of meeting or a duly executed waiver
of  notice  thereof  when the stockholders shall elect a Board of Directors or a
class  thereof and shall transact such other business as may properly be brought
before the meeting.

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Section 3.  SPECIAL MEETINGS
----------------------------

     Special  Meetings  of the stockholders, for any purpose or purposes, may be
called  at  any  time  by  the  Chairman  of  the  Board or the President of the
Corporation,  and  shall  be  called  by the Secretary of the Corporation at the
request in writing of a majority of the Board of Directors, or a majority of the
Executive  Committee  of the Board of Directors, or stockholders owning at least
twenty-five  (25%) percent of the entire capital stock of the Corporation issued
and  outstanding and entitled to vote thereat. Any request for a special meeting
of the stockholders shall be signed by the person or persons making the same and
shall state the purpose or purposes of the proposed meeting.


     Upon  receipt of any such request, it shall be the duty of the Secretary of
the Corporation to call a special meeting of the stockholders to be held at such
time,  no  less  than  ten (10) nor more than sixty (60) days thereafter, as the
Secretary  of the Corporation may fix. If the Secretary of the Corporation shall
neglect  or  refuse  to issue such call within five (5) days from the receipt of
such request, the person or persons making the request may issue the call.

Section 4.  NOTICE
------------------

     Written  notice  of  all  meetings of the stockholders other than adjourned
meetings  of stockholders, stating the place, date and hour, and, in the case of
special  meetings  of  stockholders,  the  purpose or purposes thereof, shall be
served  upon,  or  mailed, postage prepaid, or telegraphed, charges prepaid, not
less  than ten (10) nor more than sixty (60) days before the date of the meeting
to  each  stockholder entitled to vote thereat at such address as appears on the
transfer books of the Corporation. Business transacted at any special meeting of
the  stockholders  shall  be  limited  to  the  purposes stated in the notice of
meeting or a duly executed waiver of notice thereof.

Section 5.  ACTION BY TELEPHONE CONFERENCE
------------------------------------------

     One  (1)  or  more  stockholders  may  participate  in  any  meeting of the
stockholders  by  means  of  conference  telephone  or  similar  communications
equipment  which  enables  all  persons participating in the meeting to hear one
another, and such person or persons shall be counted for purposes of a quorum.

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Section 6.  QUORUM
------------------

     The  presence  in  person,  by  proxy,  or  by  telephonic  or  similar
communications  equipment,  of  stockholders  entitled to cast a majority of the
votes which all stockholders are entitled to cast on the particular matter shall
constitute  a  quorum  for  purposes  of  considering  such  matter,  and unless
otherwise provided by statute, the acts of such stockholders at a duly organized
meeting  shall  be the acts of the stockholders with respect to such matter. If,
however,  such  quorum  shall not be present at any meeting of the stockholders,
the  stockholders  entitled  to  vote thereat present in person, by proxy, or by
such communications equipment shall have the power, except as otherwise provided
by  statute, to adjourn the meeting from time to time and to such time and place
as they may determine, without notice other than an announcement at the meeting,
until  a  quorum shall be present in person, by proxy, or by such communications
equipment.  At  any  adjourned  meeting  at which a quorum had been present, the
stockholders  present in person, by proxy or by such communications equipment at
a  duly  organized  and  constituted  meeting,  can continue to do business with
respect  to  any  matter  properly  submitted  to the meeting until adjournment,
notwithstanding  the  withdrawal  of  enough  stockholders  to leave less than a
quorum for the purposes of considering any particular such matter.

Section 7.  VOTING RIGHTS
-------------------------

     Except  as  may  be  otherwise provided by statute or by the Certificate of
Incorporation, at every stockholders meeting, every stockholder entitled to vote
thereat shall have the right to one (1) vote for every share having voting power
standing  in  his or her name on the books of the Corporation on the record date
fixed for the meeting. No share shall be voted at any meeting if any installment
is due and unpaid thereon.


Section 8.  MANNER OF VOTE
--------------------------

     When  a  quorum  exists  at  any meeting, the oral vote of the holders of a
majority  of  the  stock  having voting power present in person, by proxy, or by
telephonic or similar communications equipment shall decide any question brought
before  such meeting, unless the question is one for which, by express provision
of  statute  or  of  the  Certificate  of  Incorporation  or of these By-laws, a
different  vote  is  required. Upon demand made by a stockholder at any election
for directors before the voting begins, the election shall be by ballot.

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Section 9.  PROXIES
-------------------

     Every  stockholder  entitled  to  vote  at  a meeting of stockholders or to
express  consent or dissent to corporate action in writing without a meeting may
authorize  another person or persons to act for him or her by proxy. Every proxy
shall  be  executed  in  writing  by  the  stockholder  or  the  duly authorized
attorney-in-fact  and  filed  with  the  Secretary  of the Corporation. A proxy,
unless coupled with an interest, shall be revocable at will, notwithstanding any
other  agreement  or  any  provision  in  the  proxy  to  the  contrary, but the
revocation of a proxy shall not be effective until notice thereof has been given
to  the  Secretary  of  the Corporation. No unrevoked proxy shall be valid after
eleven  (11)  months  from  the  date  of its execution, unless a longer time is
expressly  provided  therein, but in no event shall a proxy, unless coupled with
an  interest,  be  voted after three (3) years from the date of its execution. A
proxy  shall  not  be  revoked  by  the death or incapacity of the maker, unless
before the vote is counted or the authority is exercised, written notice of such
death or incapacity is given to the Secretary of the Corporation.

Section 10.  RECORD DATE
------------------------

     The  Board  of  Directors may fix a time, not more than sixty (60) nor less
than ten (10) days prior to the date of any meeting of stockholders, or the date
fixed  for  the  payment  of  any  dividend or distribution, or the date for the
allotment  of  rights,  or the date when any change or conversion or exchange of
shares  will be made or go into effect, as the record date for the determination
of  the  stockholders  entitled  to  notice  of, or to vote at, such meeting, or
entitled to receive payment of any such dividend or distribution, or entitled to
receive  any  such  allotment of rights, or to exercise the rights in respect to
any  change  or  conversion  or  exchange  of  shares.  In  such case, only such
stockholders  as  shall  be stockholders of record on the date so fixed shall be
entitled to notice of, or to vote at, such meeting or to receive payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, as
the  case may be, notwithstanding any transfer of any shares on the books of the
Corporation after any record date fixed as aforesaid. The Board of Directors may
close  the books of the Corporation against transfers of shares during the whole
or  any  part of such period, and in such case written or printed notice thereof
shall  be  mailed  at  least  ten  (10)  days before the closing thereof to each
stockholder  of  record  at the address appearing on the stock transfer books of
the  Corporation or supplied to the Corporation for the purpose of notice. While
the  stock  transfer  books of the Corporation are closed, no transfer of shares
shall  be made thereon. If no record date is fixed by the Board of Directors for
the determination of stockholders who are entitled to receive notice of, or vote
at,  a  stockholders  meeting,  or  to  receive  payment of any such dividend or
distribution,  or  to  receive  any such allotment of rights, or to exercise the
rights  in  respect  to  any  such  change  or conversion or exchange of shares,
transferees  of  shares which are transferred on the stock transfer books of the
Corporation within ten (10) days immediately preceding the date of such meeting,
dividend, distribution, allotment of rights, or exercise of such rights

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     shall  not  be  entitled  to  notice of, or to vote at, such meeting, or to
receive  payment  of  any  dividend  or  distribution,  or  to  receive any such
allotment  of rights, or to exercise the rights in respect to any such change or
conversion or exchange of shares.

Section 11.  STOCKHOLDER LIST
-----------------------------

     The  officer  or agent having charge of the stock transfer books for shares
of  the  Corporation  shall  make, at least ten (10) days before each meeting of
stockholders,  a complete alphabetical list of the stockholders entitled to vote
at the meeting, with their addresses and the number of shares held by each. Such
list  shall  be  subject to inspection by a stockholder at any time during usual
business hours, for any purpose germane to the meeting, for a period of at least
ten  (10) days prior to the meeting, either at a place within the city where the
meeting  is to be held which shall be specified in the notice of the meeting, or
if  not  so  specified,  at the place where the meeting is to be held. Such list
shall  be  produced  at the meeting and shall be kept open for inspection by any
stockholder  during the entire meeting. The original stock transfer books of the
Corporation  shall  be  prima  facie  evidence  as  to  who are the stockholders
entitled to exercise the rights of a stockholder.

Section 12.  INSPECTORS OF ELECTION
-----------------------------------

     In  advance  of any meeting of the stockholders, the Board of Directors may
appoint  Inspectors  of  Election,  who need not be stockholders, to act at such
meeting  or  any  adjournment  thereof.  If  Inspectors  of  Election are not so
appointed,  the  Chairman  of  any  such  meeting may, and on the request of any
stockholder  or  their  proxy  shall,  make such appointment at the meeting. The
number of inspectors shall be one (1) or three (3). If appointed at a meeting on
the  request  of one (1) or more stockholders or proxies, the majority of shares
present  and  entitled  to  vote  shall  determine  whether one (1) or three (3)
inspectors  are  to  be appointed. No person who is a candidate for office shall
act as an inspector. The Inspectors of Election shall do all such acts as may be
proper  to  conduct  the  election  or  vote  and  such  other  duties as may be
prescribed by statute with fairness to all stockholders, and if requested by the
Chairman  of the meeting or any stockholder thereof, shall make a written report
of  any matter determined by them and execute a certificate as to any fact found
by  them.  If  there  be  three (3) Inspectors of Election, the decision, act or
certificate of a majority shall be the decision, act or certificate of all.

Section 13.  ACTION BY CONSENT
------------------------------

     Any action required to be taken at any meeting of the stockholders, or of a
class  of  stockholders, may be taken without a meeting if a consent or consents
in  writing  setting forth the action so taken shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary  to  authorize  or  take  such action at a meeting at which all shares
entitled  to  vote  thereon were present and voted and shall be delivered to the
Corporation  by  delivery  to  its principal place of business. Prompt notice of
corporate  action taken without a meeting by less than unanimous written consent
shall be given to the non consenting shareholders.

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                        Article IV - BOARD OF DIRECTORS
-------------------------------

Section 1.  NUMBER, ELECTION AND TERM OF OFFICE
-----------------------------------------------

A.Number and Election
             -------------------

     The  business  affairs,  property  and  corporate  functions  of  the
     Corporation  shall  be managed and conducted by a Board of Directors of not
     less than three (3) nor more than twelve (12), who shall be natural persons
     of  full  age  and need not be residents of Delaware or stockholders of the
     Corporation.  The exact number of directors shall be determined annually by
     resolution  of  the  Board  of  Directors at its meeting next preceding the
     Annual  Meeting  in  such  year. The Board of Directors shall be elected by
     classes  by  the  stockholders at Annual Meetings of the Stockholders. Each
     Director shall file a written acceptance of trust with the Secretary of the
     Corporation.

B.Nominations
-----------

     The  Board  of  Directors  shall  nominate,  at  a  meeting of the Board of
     Directors  held  during  the  month  of  November immediately preceding the
     Annual  Meeting,  candidates  for election to succeed Directors whose terms
     are about to expire. If any duly qualified nominee shall become unavailable
     for  the  position  of  Director,  the  Board  of Directors may designate a
     substitute nominee.

C.Term of Office
-------------

     Except  in  the  case  of  vacancies  as  herein  provided,  members of the
     Board  of  Directors  shall  serve  for a term of three (3) years and until
     their successor shall be elected and qualified, except that the term of any
     director  who  becomes  seventy-two  (72)  years of age shall expire at the
     Annual  Meeting immediately following the seventy-second (72nd) birthday of
     such  director. Members of the Board of Directors are subject to removal as
     provided by statute.

D.Classes of Directors
--------------------

     The  Board  of  Directors  shall  be  divided into three (3) classes: Class
     "A", Class "B", and Class "C". At each Annual Meeting the successors to the
     directors  of  the  class  whose  term  shall  expire in that year shall be
     elected for a term of three (3) years so that the term of office of one (1)
     class  of  directors  shall expire in each year, unless such candidate will
     attain age 72 prior to the third Annual Meeting following election in which
     case a director will be elected for a term consistent with paragraph IV.1.C
     above.  The  number  of directors in each class shall be as nearly equal as
     possible  so  that, except for temporary vacancies, the number in any class
     shall not exceed the number in any other class by more than one (1).

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Section 2.  MEETINGS
--------------------

A.Annual Meeting
--------------

     The  Annual  Meeting  of  each  newly  elected  Board  of Directors for the
     transaction  of  any  and  all  such  business  which is brought before the
     meeting,  including  but  not limited to the election of officers, shall be
     held  at  the  place  of  and  immediately succeeding the Annual Meeting of
     Stockholders  at  which Directors shall be elected as provided in Section 2
     of  Article  III  hereof;  provided,  however,  that  if for any reason the
     Stockholders  fail  to  elect  Directors  at  any  such  Annual  Meeting of
     Stockholders  then  and  in  such event, the Annual Meeting of the Board of
     Directors  shall  be  held  at  the place of and immediately succeeding the
     Special  Meeting of the Stockholders convened for the election of Directors
     as provided by law and at which Directors shall be elected.

B.Stated Meetings
---------------

     Stated  meetings  of  the  Board  of  Directors  shall  be  held  at  the
     principal  office  of  the Corporation on the fourth Wednesday of February,
     June,  August  and  November, or on such other day, or at such other place,
     within  or  without  the  State  of  Delaware,  as may be designated by the
     Executive  Committee  or by a majority of the Board of Directors. The Board
     of Directors, by resolution, may elect to eliminate and omit the holding of
     any Stated Meeting.

C.Special Meetings
----------------

     Special  Meetings  of  the  Board  of  Directors  shall  be  held  whenever
     called  by  the  Chairman  of  the  Board, the Chief Executive Officer, the
     President,  the Executive Committee, or by a majority of the members of the
     Board  of  Directors.  Any  and all business may be trans-acted at any such
     Special  Meeting  of  the  Board of Directors, unless both the call and the
     notice  specifically  limit the meeting to the business referred to in such
     call  and  notice and shall specifically exclude from consideration any and
     all other business not referred to therein.

D.Action by Consent
-----------------

     Any  action  required  or  permitted  to  be  taken  at  any meeting of the
     Board  of  Directors  may  be taken without a meeting if all members of the
     Board  consent  thereto  in  writing  or by electronic transmission and the
     writing  or  writings or electronic transmission or transmissions are filed
     with  the Secretary of the Company. Such consent shall be treated as a vote
     for all purposes.

E.Action by Telephone Conference
------------------------------

     Any  action  required  to  be  taken  or  that may be taken at a meeting of
     the  Board  of  Directors  may  be  taken  at  a  meeting  held by means of
     conference  telephone or similar communications equipment by means of which
     all  participants  can  hear  each  other  simultaneously at the same time.
     Participation  in  such meeting shall constitute presence in person at such
     meeting.

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Section 3.  NOTICE OF MEETINGS
------------------------------

A.Annual or Stated Meetings
-------------------------

     No  notice  of  Annual  or  Stated Meetings need be given to the members of
     the Board of Directors.

B.Special Meetings
----------------

     Notice  of  Special  meetings  shall  be  given  to members of the Board of
     Directors  either  personally,  or  by  telephone,  telegram,  facsimile,
     electronically  or  similar  communications  equipment,  or written notice,
     transmitted  to  the last known address of each Director, at least four (4)
     hours  prior  to  the  time  designated  for  the convening of such Special
     Meeting.

C.Waiver of Notice
----------------

     No  notice  of  meeting  need  be given to any Director if a written waiver
     of  notice  is  signed  by  the  person or persons entitled to such notice,
     whether  before  or  after  the  time stated therein, which shall be deemed
     equivalent to the giving of such notice, is filed with the Secretary of the
     Company, or to any Director who attends the meeting without objecting prior
     thereto at its commencement or at the time a particular item of business is
     taken  under  consideration  that  the  meeting  was not lawfully called or
     convened.

Section 4.  QUORUM
------------------

     At  all  meetings  of  the  Board  of Directors, the presence, in person or
     by  telephonic  or  similar  communications equipment, of a majority of the
     directors  shall  constitute  a quorum for the transaction of business, and
     the  acts of a majority of the directors present at a duly convened 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
     Certificate  of Incorporation or by these By-Laws. If a quorum shall not be
     present, in person or by telephonic or similar communications equipment, at
     any  meeting  of  the Board of Directors, the directors present may adjourn
     the  meeting  from  time to time, without notice other than announcement at
     the meeting, until a quorum shall be so present.

Section 5.  REMOVAL OF DIRECTORS
--------------------------------

     At  any  Annual  or  Stated  Meeting  of  the Board of Directors, or at any
     Special Meeting thereof called for that purpose, the Board of Directors, by
     affirmative  vote  of a majority of its members, may remove from office and
     declare vacant the office of any Director for such cause as they shall deem
     proper,  including  but  not  limited to failure, in writing, to accept the
     trust  imposed  within  thirty  (30)  days  after  election,  repeated
     nonattendance at meetings or inability to perform duties because of illness
     or  disability.  The  stockholders may also remove directors as provided by
     law.

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Section 6.  FILLING OF VACANCIES
--------------------------------

     A.Vacancies  on  the  Board  of  Directors,  including  vacancies resulting
     from  an increase in number of directors, but excluding vacancies caused by
     expiration  of  the  term  of any director who becomes age seventy-two (72)
     years,  shall,  irrespective  of  whether holders of any class or series of
     stock  or  other voting securities of the Corporation are entitled to elect
     one  (1)  or  more  directors  to  fill  such  vacancies  or  newly created
     directorships  at the next Annual Meeting of the stockholders, be filled by
     a  majority of the remaining members of the Board of Directors, though less
     than  a  quorum  or by the sole remaining director, as the case may be, and
     each  person  so  elected shall be a director until his or her successor is
     elected  by  the  stockholders at the Annual Meeting of the stockholders at
     which his or her term expires or at any special meeting of the stockholders
     prior thereto duly called for that purpose.

     B.Vacancies  on  the  Board  of  Directors caused by expiration of the term
     of  any  director who becomes age seventy-two (72) years shall be filled by
     election  by the stockholders at the Annual Meeting at which the expiration
     of  the  term  occurs. Each person so elected shall be a director until his
     successor  is  elected by the stockholders at the meeting at which his term
     expires  or  at  any special meeting of the stockholders prior thereto duly
     called for that purpose.

Section 7.  COMPENSATION
------------------------

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

Section 8.  POWERS
------------------

     The  Board of Directors may exercise all such powers of the Corporation and
do  all  such lawful acts and things as are not by statute or by the Certificate
of  Incorporation  or  by these By-Laws directed or required to be exercised and
done  by  the  stockholders, including, but not limited to, authority to appoint
two  (2)  or  more members to act as an executive, financial, or other committee
with  the  right  and  authority  to  exercise  the  full powers of the Board of
Directors itself in such capacities.


                             Article V - COMMITTEES
----------------------

Section 1.  APPOINTMENT
-----------------------

     The  Board  of  Directors shall designate from its number, the members of a
Coordinating  Committee, a Corporate Strategy Committee, an Executive Committee,
a  Finance  & Investment Committee, an Audit Committee, a Nominating & Corporate
Governance  Committee, and a Compensation & Personnel Development Committee, and
may designate such number of its members to such additional Committees as it may
deem appropriate from time to time.

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Section 2.  EXECUTIVE COMMITTEE
-------------------------------

     The  Nominating  and Corporate Governance Committee shall appoint, with the
approval  of  the  Board  of Directors, two (2) or more Directors, who, together
with the Chairman of the Board and the Chief Executive Officer, shall constitute
an Executive Committee which, to the fullest extent permitted by law, during the
intervals  between  meetings  of  the  Board of Directors, shall possess and may
exercise  every  power,  right and privilege conferred by law, these By-Laws, or
otherwise,  upon  the  Board  of Directors, in the management and conduct of all
business  affairs, property and corporate function of the Corporation, including
by  way  of  example,  but not by way of limitation, the making and enforcing of
rules  and  regulations  for  the  conduct  of the Corporation, its officers and
employees,  appointment  of  committees,  and designation of times and places of
meetings  of  Stockholders  and  Directors,  the  designation  of  salaries  and
compensation  of  officers  and  employees,  and  the purchase, sale conveyance,
transfer,  delivery,  hypothecation,  investment  and re-investment of all real,
personal,  mixed,  tangible  and  intangible property of the Corporation and the
making  and negotiation of loans on behalf of the Corporation as its needs, from
time  to  time,  may  require,  except if such authority is delegated to another
committee in accordance with these By-Laws.

A.Quorum
  ------

     A  majority  of  the  members  of  the Executive Committee shall constitute
     a quorum for the transaction of business at any meeting of such committee.

B.Removal of Committee Members
  ----------------------------

     Any  member  of  the  Executive  Committee, other than the Chairman, may be
     removed, with or without cause, by the Board of Directors.

C.Filling of Vacancies
  --------------------

     The  Nominating  and  Corporate  Governance  Committee,  with  the approval
     of  the  Board  of  Directors,  shall fill all vacancies upon the Executive
     Committee.

D.Meetings of the Executive Committee
  -----------------------------------

     The  Executive  Committee  shall  hold  meetings  at  such times and places
     as  may  be  prescribed from time to time by the Chief Executive Officer or
     Chairman of the Board or by a majority of the members of such Committee.

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E.Notice of Meetings
------------------

     Notice  of  all  meetings  of  the  Executive  Committee  shall be given to
     each  member  at  least  twenty-four  (24)  hours  prior  to, unless in the
     discretion  of the Chief Executive Officer, it shall be deemed necessary to
     convene  a meeting upon shorter notice, in which event, said meeting may be
     convened  by  notice given to members of such Committee by at least two (2)
     hours prior thereto.

F.Ratification by Board of Directors
  ----------------------------------

     All  acts  and  resolutions  of  the  Executive Committee shall be recorded
     in an appropriate minute book and reported to the Board of Directors at the
     next  succeeding  stated  meeting  thereof,  at  which  time  the  Board of
     Directors  may revise, modify or disapprove any of the acts and resolutions
     so  reported; provided, however, that the rights of third parties shall not
     be  affected  by  any such revision, modification or disapproval. Except to
     the  extent that the Board of Directors may so revise, modify or disapprove
     any  act  or resolution so reported, the Board of Directors shall be deemed
     to  have  ratified,  confirmed  and  adopted the acts and resolutions as so
     reported at such meeting of the Board of Directors.

G.Informal Action
---------------

     If  all  of  the  members  of  the  Executive  Committee shall severally or
     collectively consent, in writing, electronically, or over the telephone, to
     the  taking of any action or the adoption of any resolution, such action or
     resolution  shall  be binding and valid to the same extent as if authorized
     or adopted at a formal meeting of the Executive Committee.

Section 3.  FINANCE & INVESTMENT COMMITTEE
------------------------------------------

     The  Nominating  and  Corporate  Governance  Committee,  with  the approval
     of  the  Board of Directors, shall designate two (2) or more members of the
     Board  of  Directors,  who,  together with the Chairman of the Board, shall
     constitute  a  Finance  and  Investment  Committee,  which,  subject to any
     policies  in  regard  thereto  established by the Board of Directors, shall
     have  the power to review the Corporation's capital management policies and
     issues  and  to direct the purchase and sale of securities and mortgages by
     the  Corporation.  The  provisions of Sections 2.A through 2.G inclusive of
     this  Article  shall  likewise  be applicable to the Finance and Investment
     Committee.

<PAGE>
Page 62

Section 4.  AUDIT COMMITTEE
---------------------------

     The  Nominating  and  Corporate  Governance  Committee,  with  the approval
     of  the  Board of Directors, shall designate three (3) or more members, who
     are  not  officers  or  employees  of the Corporation, its subsidiaries, or
     affiliates,  who  shall  constitute  the  Audit Committee which may make or
     cause  to be made by either the internal auditor or the outside auditors of
     the  Corporation, or both, such examinations and audits as it may from time
     to  time decide, or as the Board of Directors may by resolution direct. The
     Audit  Committee  shall  receive  reports  from the internal auditor of the
     Corporation,  shall  consult  with  the  outside auditor of the Corporation
     during  the  preparation  of  any  report  by  such auditors and shall make
     written  reports  to  the Board of Directors of all examinations and audits
     which  such  Committee makes or causes to be made. Sections 2.A through 2.G
     inclusive  of  this  Article  shall  likewise  be  applicable  to the Audit
     Committee.

Section 5.  NOMINATING & CORPORATE GOVERNANCE COMMITTEE
-------------------------------------------------------

     The  Chairman  of  the  Board,  with  the  approval  of  the  Board  of
     Directors,  shall  designate  three  (3)  or  more  members of the Board of
     Directors,  who  are  not  officers  or  employees  of the Corporation, its
     subsidiaries,  or  affiliates,  who  shall  constitute  a  Nominating  and
     Corporate  Governance  Committee,  which  shall  have the responsibility of
     recommending  nominees  for  election as directors subject to acceptance of
     the  nomination  by  the Board of Directors. The provisions of Sections 2.A
     through  2.G  inclusive of this Article shall likewise be applicable to the
     Nominating Committee.

Section 6.  COMPENSATION & PERSONNEL DEVELOPMENT COMMITTEE
----------------------------------------------------------

     The  Nominating  and  Corporate  Governance  Committee,  with  the approval
     of the Board of Directors, shall designate three (3) or more members of the
     Board  of  Directors, who are not officers or employees of the Corporation,
     its  subsidiaries,  or  affiliates,  who  shall constitute a Compensation &
     Personnel  Development  Committee,  which  shall have the responsibility of
     reviewing  and  developing  compensation  and  personnel  practices,  and
     management  development and succession programs. The provisions of Sections
     2.A  through  2.G inclusive of this Article shall likewise be applicable to
     the Compensation & Personnel Development Committee.

Section 7. COORDINATING COMMITTEE
---------------------------------

     The  Coordinating  Committee,  which  shall  consist  ex  officio  of  the
     members  of  the Corporation's Board of Directors, who are not directors of
     Harleysville  Mutual  Insurance  Company,  and who are not employees of the
     Company  or  its subsidiaries or affiliates, shall approve all transactions
     between  the  Corporation  and  its  subsidiaries  and  Harleysville Mutual
     Insurance  Company  and  its  affiliates.  The  provisions  of sections 2.A
     through  2.G  inclusive of this Article shall likewise be applicable to the
     Coordinating Committee.

<PAGE>
Page 63

Section 8. CORPORATE STRATEGY COMMITTEE
---------------------------------------

     The  Nominating  and  Corporate  Governance  Committee,  with  the approval
     of the Board of Directors, shall designate three (3) or more members of the
     Board  of  Directors,  who shall constitute a Corporate Strategy Committee,
     which  shall  have  the  responsibility  of  overseeing the development and
     implementation  of  the  Corporation's business strategy. The provisions of
     Sections  2.A  through  2.G  inclusive  of  this  Article shall likewise be
     applicable to the Corporate Strategy Committee.


                              Article VI - OFFICERS
                              ---------------------
Section 1.  ELECTIONS
---------------------

     The  officers  of  the  Corporation  shall  be  elected  by  the  Board  of
     Directors  at  its  annual  meeting,  and  other  times  as  necessary  and
     appropriate  and shall consist of a President, a Secretary and a Treasurer.
     The  Board  of  Directors  may  also elect a Chairman of the Board, a Chief
     Executive  Officer,  who  need  not hold another offership, one (1) or more
     Vice  Presidents  and  such  other  officers, and appoint such agents as it
     shall deem necessary. Each officer of the Corporation shall hold office for
     such  term,  have  such  authority  and perform such duties as set forth in
     these  By-Laws  and  as may from time to time be prescribed by the Board of
     Directors. Any two (2) or more offices may be held by the same person.

Section 2.  REMOVAL
-------------------

     The  Board  of  Directors,  by  a  vote  of a majority of the entire number
     of Directors then in office, at any time, with or without cause, may remove
     from  office any officer of the Corporation. Upon removal of any officer of
     the  Company,  all  employment  of such person by the Corporation, in every
     capacity,  including employment in any non-officer capacity, and all rights
     to compensation by this Corporation shall cease, except as may otherwise be
     affirmatively directed by the Board of Directors.

<PAGE>
Page 64

Section 3.  FILLING OF VACANCIES
--------------------------------

     A vacancy in any office may be filled by the Board of Directors.

Section 4.  POWERS AND DUTIES
-----------------------------

     The  powers  and  duties  of  the  officers  of the Corporation shall be as
     follows:

A.Chairman of the Board
---------------------

     Only  if  elected  and  designated  as  Chief  Executive  Officer shall the
     Chairman  be an officer of the Corporation. If elected, the Chairman of the
     Board  shall  preside at all meetings of the stockholders and directors and
     shall  direct  the  President or Chief Executive Officer to ensure 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
     powers,  except  such  as  may  be  by statute exclusively conferred on the
     Chairman  of  the  Board,  to  any  other  officer  of the Corporation. The
     Chairman  of  the  Board  may also be designated, from time to time, as the
     Chief  Executive  Officer  of the Corporation, and when the Chairman of the
     Board has been so designated, shall, have the power and duties as set forth
     in  section  4.B. If not so designated he shall have the duties assigned by
     the Board of Directors. The Board of Directors may elect a Vice-Chairman of
     the  Board who shall have the power and duties assigned to him by the Board
     of Directors.

B.Chief Executive Officer
-----------------------

     The  Board  of  Directors  shall  elect  a  Chief  Executive Officer of the
     Corporation,  who  may  be the Chairman of the Board, the President, or any
     other  employee. The Chief Executive Officer shall, insofar as permitted by
     statute  and  subject  to  supervision  by  and  control  of  the  Board of
     Directors, have general charge and direction of the business and affairs of
     the  Corporation and have and exercise all such powers and duties otherwise
     generally  or  specifically  vested  in  the  Chief  Executive Officer of a
     Corporation, including any and all powers and duties otherwise generally or
     specifically vested in the President by any provision of these By-Laws, and
     may  delegate,  recall and redelegate any part of these powers or duties to
     the  President or to one (1) or more other officers, employees or agents of
     the  Corporation. The Chief Executive Officer of the Corporation shall have
     daily  control  of  the conduct of the Corporation's operations; shall have
     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  as  directed  by the Chairman of the Board, subject, however to the
     right  of  the  Board  of  Directors to delegate any specific powers to any
     other  officer  or  officers  of  the  Corporation;  shall  execute  bonds,
     mortgages  and  other  contracts  requiring  a  seal  under the seal of the
     Corporation,  except  where  required  or  permitted by law to be otherwise
     signed  and  executed  and  except  where the signing and execution thereof
     shall  be  expressly  delegated  by  the  Board  of Directors to some other
     officer or agent of the Corporation. If the Chairman of the Board shall not
     have  been  elected or is absent, the Chief Executive Officer shall preside
     at all meetings of the stockholders and directors.

<PAGE>
Page 65

C.President
---------

     The  President  of  the  Corporation  may  be  designated  as  the  Chief
     Executive Officer of the Corporation. If the President is designated as the
     Chief  Executive  Officer  he  shall have the power and duties set forth in
     section  4.B.  If  not,  he  shall have those powers assigned to him by the
     Board of Directors or by the Chief Executive Officer.

D.Vice Presidents
---------------

     Each  Vice  President  shall  have  such  powers  and  shall  perform  such
     duties  as may be assigned from time to time by the Board of Directors, the
     Chief Executive Officer or the President. Unless and except as the Board of
     Directors  shall  designate  some  other officer to perform such duties and
     functions,  the  Vice  Presidents (in such order as may be assigned to them
     respectively by the Board of Directors) shall, in the absence or disability
     of  the  Chief  Executive  Officer and the President, perform the duties of
     both  offices until the return of either the Chief Executive Officer or the
     President  to active duty, provided, however, that when the Chief Executive
     Officer  and  the President are temporarily absent on vacation or business,
     the  Chief  Executive Officer or President may designate the Vice President
     or  Vice  Presidents  who  will  perform  the duties of the Chief Executive
     Officer and of the President during such temporary absences.

E.Assistant Vice Presidents
-------------------------

     Each  Assistant  Vice  President  shall  have  such powers and perform such
     duties  as  are  provided  in  these  By-Laws or as may be assigned to them
     respectively  by  the  Board of Directors, the Chief Executive Officer, the
     President or the Vice Presidents.

F.Secretary
---------

     The  Secretary,  in  general,  shall  do  all  things required by law to be
     done by or incident to the office of a Secretary, including but not limited
     to  retention  of  custody of the corporate seal, attendance at and keeping
     minutes  of  all meetings of Shareholders and of the Board of Directors and
     of  each  committee (unless otherwise directed by the Board of Directors or
     by  such  committee  or by the Chief Executive Officer or by the President)
     and  recording  all  such  minutes  and all votes of Shareholders, Board of
     Directors  and  Committees  in  books  to  be  kept  for  that purpose. The
     Secretary  shall  attend  to  the  giving of all notices required by law or
     these  By  Laws to the Members, Directors or Committee Shareholders, unless
     and  except  as  the  Chief  Executive  Officer,  President or the Board of
     Directors  from  time  to  time may designate some other officer to perform
     such  functions.  Except  as  may  otherwise  be  directed  by the Board of
     Directors,  the Chief Executive Officer or the President, any duties may be
     delegated  to  any  Associate or Assistant Secretary who shall perform such
     duties  under  the Secretary's direction and supervision. The Secretary may
     vote  shares  of subsidiaries of this Corporation. The Secretary shall have
     such  further  powers and duties as are provided in these By-Laws or as the
     Board  of  Directors,  the  Chief  Executive Officer or the President shall
     assign or delegate.

<PAGE>
Page 66

G.Assistant Secretaries
---------------------

     Each  Assistant  or  Secretary  shall  have  such  powers  and perform such
     duties  as  are  provided  in  these  By Laws or as may be assigned to them
     respectively  by  the  Board of Directors, the Chief Executive Officer, the
     President or the Secretary.

H.Treasurer
---------

     The  Treasurer  shall  be  a  natural  person  of  full age, and shall have
     care  and custody of the Corporation's funds and securities and shall cause
     the  same to be deposited or held in the name of and for the account of the
     Corporation  in  one  or  more  banks,  trust  companies or banks and trust
     companies  as  directed  by the Board of Directors. The Treasurer shall, in
     general,  do  all  things  required by law to be done by or incident to the
     office  of  Treasurer,  and shall render to the Chief Executive Officer and
     the  Board  of  Directors,  upon  demand  or  request,  an  account  of all
     transactions  as  Treasurer  and  of  the  financial  condition  of  the
     Corporation.  Any  duties  may  be  delegated to any Assistant or Associate
     Treasurer,  who  shall  perform such duties under the Treasurer's direction
     and supervision. The Treasurer shall have such further powers and duties as
     are  provided  in  these  By-Laws  or  as the Board of Directors, the Chief
     Executive  Officer or the President shall assign or delegate. The Treasurer
     may vote shares of non-subsidiary corporations owned by this Corporation.

I.Assistant Treasurers
--------------------

     Each  Assistant  Treasurer  shall  have  such  powers  and  perform  such
     duties  as  are  provided  in  these  By Laws or as may be assigned to them
     respectively  by  the  Board of Directors, the Chief Executive Officer, the
     President or the Treasurer.


Section 5.  OTHER OFFICERS
--------------------------

     The  Board  of  Directors  shall  have  the  power,  from  time to time, to
     make  such  appointments  of  persons to corporate offices not specifically
     created  by,  or  designated  by  title in these By Laws and to employ such
     persons as shall be deemed necessary therefor. Such persons shall have such
     duties  and such powers as, from time to time, shall be assigned to them by
     the Board of Directors, the Chief Executive Officer or the President.

<PAGE>
Page 67

Section 6.  BOND OF OFFICERS
----------------------------

     The  Treasurer  and  every  other  officer  or employee of the Corporation,
     required to do so by the Board of Directors, shall furnish, before entering
     upon  their  duties,  at  the  expense of the Corporation, for the faithful
     performance  of  duties,  a surety company bond in an amount prescribed by,
     and  with  such  surety,  and  in such form, as is approved by the Board of
     Directors.

            Article VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS
            -------------------------------------------------------

Section 1.  AUTHORIZATION
-------------------------

A.The Corporation  shall  indemnify  any  person  who  was  or is a party, 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
     proceedings,  whether  civil,  criminal,  administrative  or  investigative
     (other  than  an action by or in the right of the Corporation) by reason of
     the  fact  that  they are or were 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  if they acted in good faith and in a manner reasonably believed
     to be in or not opposed to the best interests of the Corporation, and, with
     respect  to  any  criminal action or proceeding, had no reasonable cause to
     believe  their conduct was unlawful. The termination of any action, suit or
     proceeding  by  judgment,  order, settlement, conviction, or upon a plea of
     nolo  contendere  or  its  equivalent,  shall  not,  of  itself,  create  a
     presumption  that  the  person  did  not  act in good faith and in a manner
     reasonably  believed  to  be in or not opposed to the best interests of the
     Corporation,  and,  with  respect to any criminal action or proceeding, had
     reasonable cause to believe that their conduct was unlawful.

B.The Corporation  shall  indemnify  any  person  who  was  or  is a party 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 or suit by or
     in  the  right  of  the  Corporation  to procure a judgment in its favor by
     reason  of the fact that the person 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) actually and reasonably incurred in
     connection  with  the  defense or settlement of such action or suit if they
     acted  in  good  faith  and in a manner reasonably believed to be in or not
     opposed  to  the  best  interests  of  the  Corporation,  except  that  no
     indemnification  shall  be made in respect of any claim, issue or matter as
     to  which  such  person  shall  have  been  adjudged  to  be  liable to the
     Corporation unless and only to the extent that the Court of Chancery of the
     State  of  Delaware  or  the court in which such action or suit was brought
     shall determine upon application that despite the adjudication of liability
     but in view of all the circumstances of the case, such person is fairly and
     reasonably  entitled  to  indemnity  for  such expenses which such Court of
     Chancery or such other court shall deem proper.

<PAGE>
Page 68

Section 2.  REQUIRED
--------------------

     To  the  extent  that  a  director,  officer,  employee  or  agent has been
successful  on  the  merits  or  otherwise  in  defense  of  any action, suit or
proceeding referred to in Section 1 of this Article, or in defense of any claim,
issue  or  matter  therein because a director, officer, employee or agent of the
Corporation,  such  person  shall  be  indemnified  against  expenses (including
attorneys'  fees)  actually and reasonably incurred by such person in connection
therewith.

Section 3.  DETERMINATION AND AUTHORIZATION
-------------------------------------------

     Any  indemnification  under  Sections  (1)  and (2) of this Article (unless
ordered  by  a court) shall be made by the Corporation only as authorized in the
specific  case  upon  a  determination  that  indemnification  of  the director,
officer,  employee or agent is proper in the circumstances because he or she has
met the applicable standard of conduct set forth in Sections (1) and (2) of this
Article.  Such  determination  shall  be  made  (i)  by  a  majority vote of the
directors  who  are  not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) if there are no such directors, or if such directors
so  direct,  by  independent legal counsel in a written opinion, or (iii) by the
stockholders.

Section 4.  ADVANCES
--------------------

     Expenses  (including  attorneys' fees) incurred by a director or officer in
defending  any  civil, criminal, administrative or investigative action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
such  action,  suit or proceeding upon receipt of an undertaking by or on behalf
of  such  director  or  officer  to  repay such amount if it shall ultimately be
determined  that  he or she is not entitled to be indemnified by the Corporation
as  authorized  in  this  Article.  Such  expenses  (including  attorneys' fees)
incurred  by  other  employees  and  agents  may  be so paid upon such terms and
conditions, if any, as the Board of Directors deems appropriate.

Section 5.  NON-EXCLUSIVE REMEDY
--------------------------------

     This  indemnification  and  advancement of expenses provided by, or granted
pursuant  to, this Article is in addition to and independent of and shall not be
deemed  exclusive  of any other rights to which any person may be entitled under
any  certificate  of  incorporation,  articles  of  incorporation,  articles  of
association, by-law, agreement, vote of stockholders or disinterested directors,
statute,  or  otherwise,  both as to action in their official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of  the heirs, executors and administrators of such a person; provided, that any
indemnification  realized  other than under this Article shall apply as a credit
against any indemnification provided by this Article.

<PAGE>
Page 69

Section 6. INSURANCE
--------------------

     The Corporation may 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 or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether  or  not  the  Corporation  would have the power to indemnify him or her
against such liability under this Article.

Section 7.  DURATION
--------------------

     The  indemnification  and  advancement  of expenses provided by, or granted
pursuant  to,  this  Article 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 a person.

Section 8.  EXTENT OF COVERAGE
------------------------------

     The Corporation may, to the fullest extent permitted by applicable law from
time to time in effect, indemnify any and all persons whom the Corporation shall
have  power  to  indemnify  under  said  law from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said law, if
and  whenever  the  Board  of Directors of the Corporation deems it to be in the
best interest of the Corporation to do so.

Section 9.  DEFINITIONS
-----------------------

A.For purposes  of  this  Article,  references  to  the  "Corporation"  shall
     include,  in  addition  to  the  resulting  Corporation,  any  constituent
     corporation  (including  any  constituent  of  a constituent) absorbed in a
     consolidation  or  merger  which,  if its separate existence had continued,
     would have had power and authority to indemnify its directors, officers and
     employees  or agents, so that any person who is or was a director, officer,
     employee  or agent of such constituent corporation, or is or was serving at
     the  request  of  such  constituent  corporation  as  a  director, officer,
     employee or agent of another corporation, partnership, joint venture, trust
     or  other  enterprise,  shall stand in the same position under this Article
     with  respect  to the resulting or surviving Corporation as he or she would
     have with respect to such constituent corporation if its separate existence
     had continued.

<PAGE>
Page 70

B.For purposes  of  this  Article,  references  to  "other  enterprises"  shall
     include  employee  benefit  plans;  references to "fines" shall include any
     excise taxes assessed on a person with respect to an employee benefit plan;
     and references to "serving at the request of the Corporation" shall include
     any  services as a director, officer, employee, or agent of the Corporation
     which  imposes duties on, or involves services by, such person with respect
     to  an  employee  benefit  plan,  its  participants or its beneficiaries; a
     person who acted in good faith and in a manner reasonably believed to be in
     the  interests of the participants and beneficiaries of an employee benefit
     plan  shall  be  deemed  to have acted in such a manner "not opposed to the
     best interest of the Corporation" as referred to in this Article.


Article VIII - SHARES AND SHARE CERTIFICATES
---------------------------------------------

Section 1.  FORM
----------------

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

Section 2.  TRANSFER OF SHARES
------------------------------

     Upon  surrender  to  the  Corporation  of a share certificate duly endorsed
     by  the person named in the certificate or by an attorney duly appointed in
     writing  and  accompanied where necessary by proper evidence of succession,
     assignment  or  authority to transfer, a new certificate shall be issued to
     the  person  entitled  thereto  and  the  old certificate cancelled and the
     transfer  recorded  upon the stock transfer books and share register of the
     Corporation.

<PAGE>
Page 71

Section 3.  REPLACEMENT OF CERTIFICATE
--------------------------------------

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

Section 4.  REGISTERED SHAREHOLDERS
-----------------------------------

     Except  as  may  otherwise  be  expressly  provided by law, the Corporation
     shall  be  entitled to treat the holder of record of any shares of stock as
     the  holder  in  fact  thereof,  and  accordingly,  shall  not  be bound to
     recognize  any  equitable  or other claims to or interest in such shares on
     the  part of any other person whether or not it shall have express or other
     notice thereof.


Article IX - DIVIDENDS
----------------------

     The  Board  of  Directors  may,  from  time  to  time, at any duly convened
     stated  or  special  meeting  or  by  unanimous  consent,  declare  and pay
     dividends  upon  the outstanding shares of capital stock of the Corporation
     in  cash,  property  or  shares  of  the Corporation. Before payment of any
     dividend,  there  may  be  set  aside  out  of any funds of the Corporation
     available  for  dividends  such  sum or sums as the Board of Directors from
     time  to  time,  in its absolute discretion, shall deem proper as a reserve
     fund  to  meet contingencies, or for equalizing dividends, or for repairing
     or  maintaining any property of the Corporation, or for such other purposes
     as  the Board of Directors shall believe to be in the best interests of the
     Corporation,  and the Board of Directors may reduce or abolish such reserve
     in the manner in which it was created.

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Article X - CHECKS AND NOTES
----------------------------

     All  checks  or  demands  for  money  and notes of the Corporation shall be
     signed  by  such officer or officers or such other person or persons as the
     Board of Directors may from time to time designate.


Article XI - FISCAL YEAR
------------------------

     The  fiscal  year  of  the  Corporation shall be as determined from time to
     time by resolution of the Board of Directors.


                    Article XII - NOTICES AND WAIVERS THEREOF
                    -----------------------------------------

Section 1.  HOW GIVEN
---------------------

     Whenever  written  notice  is  required  to  be  given  to  a  Stockholder,
     Director, or committee member under the provisions of law or these By-Laws,
     it  may  be  given either personally or by sending a copy by first-class or
     express  mail,  postage prepaid, or by telegraph, telex or TWX (with answer
     back  received),  or  by  courier service (charge prepaid), or by facsimile
     transmission,  to  the  address  (or to the telex, TWX or facsimile number)
     appearing  on  the  books  of the Corporation, or in the case of Directors,
     supplied  by  the Director to the Corporation for the purpose of notice. If
     the  notice  is  sent  by  mail,  telegraph or courier service, it shall be
     deemed to have been deposited in the United States mail or with a telegraph
     office  or  courier  service for delivery to that person or, in the case of
     telex or TWX, when dispatched. A notice of meeting shall specify the place,
     day and hour of the meeting and any other information required by any other
     provision of these By-Laws.

Section 2.  WAIVER
------------------

     Any  written  notice  required  to  be given to any person may be waived in
     a  writing  signed  by the person entitled to such notice whether before or
     after the time stated therein. Attendance of any person entitled to notice,
     whether  in person or by proxy, at any meeting shall constitute a waiver of
     notice  of  such meeting, except where any person attends a meeting for the
     express  purpose  of  objecting to the trans-action of any business because
     the  meeting  was  not lawfully called or convened. Where written notice is
     required  of  any meeting, the waiver thereof must specify the purpose only
     if it is for a Special Meeting of the stockholders.

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Article XIII - CONTRACTS OF INSURANCE
-------------------------------------

     Contracts  of  insurance  or  reinsurance  may  be made or entered into, on
     behalf  of  the  Corporation, either with or without the seal thereof, when
     subscribed  by  the  Chairman  of  the  Board, the President, or such other
     officer as may be designated by the Board of Directors for the purpose, and
     attested  by  the Secretary or such other officer or officers designated by
     the  Board  of  Directors for that purpose. Any such subscription may be by
     personal  subscription  or  by  facsimile  duly  authorized by the Board of
     Directors or the Executive Committee.


                       Article XIV - SUBORDINATION TO LAW
                       ----------------------------------

     Every  part  of  each  Section  of  these  By-Laws  shall  be  construed,
     whenever  possible, as being consistent with applicable laws, and only such
     part  as  is  clearly  inconsistent,  and  to the extent that it is clearly
     inconsistent, shall be inoperative; and such part to the extent not clearly
     inconsistent  and  all  other  parts  of the Section and all other Sections
     shall remain operative.


                            Article XV - AMENDMENTS
                            ------------------------

     These  By-laws  may  be  altered,  amended  or  repealed by a majority vote
     of  the  stockholders  entitled  to  vote  thereon at any Annual Meeting or
     Special  Meeting  duly  convened  after  notice to the stockholders of that
     purpose  or  by a majority vote of the members of the Board of Directors at
     any  stated  meeting  or  special meeting duly convened after notice to the
     directors  of that purpose, subject always to the power of the stockholders
     to change such action of the directors.