<PAGE>
 
                                                                     Exhibit 3.2


                                     BYLAWS
                                       OF
                           CORESTATES FINANCIAL CORP
                    (a Pennsylvania Registered Corporation)

                         (as amended January 21, 1997)


                                   ARTICLE I

                            Offices and Fiscal Year

     Section 1.01. Registered Office. - The registered office of the corporation
in the Commonwealth of Pennsylvania shall be at the northeast corner of Broad
and Chestnut Streets, Philadelphia, Pennsylvania until otherwise established by
the board of directors and a record of such change is 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 other places within or without the Commonwealth of Pennsylvania as the
board of directors may from time to time appoint or the business of the
corporation may require.

     Section 1.03.  Fiscal Year. - The fiscal year of the corporation shall
begin on the first day of January in each year.



                                   ARTICLE II

                     Notice - Waivers - Meetings Generally

     Section 2.01.  Manner of Giving Notice.

     (a) General Rule. - Whenever written notice is required to be given to any
person under the provisions of the Business Corporation Law or by the articles
or these bylaws, it may be given to the person either personally or by sending a
copy thereof by first class or express mail, postage prepaid, or by telegram
(with messenger services specified), telex or TWX (with answerback received) or
courier service, charges prepaid, or by telecopier, to the address (or the
telex, TWX, telecopier or telephone number) of the person 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 given to the person entitled
thereto when deposited in the United States mail or with a telegraph office or
courier service for delivery to that person or, in the case of telex or TWX,

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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 the
Business Corporation Law, the articles or these bylaws.

     (b) Adjourned Shareholder Meetings. - When a meeting of shareholders is
adjourned, it shall not be necessary to give any notice of the adjourned meeting
or of the business to be transacted at an adjourned meeting, other than by
announcement at the meeting at which the adjournment is taken, unless the board
fixes a new record date for the adjourned meeting.

     (c) Notice. - Notice given by mail of any regular or special meeting of the
shareholders (or any other notice required by Chapter 17, Subchapter A of
PA.C.S.A. or by the articles or bylaws to be given to all shareholders or to all
holders of a class of series of shares) at least 20 days prior to the day named
for the meeting of any corporate or shareholder action specified in the notice
may use any class of postpaid mail.

     Section 2.02. Notice of Meetings of Board of Directors. - Notice of a
regular meeting of the board of directors need not be given.  Notice of every
special meeting of the board of directors shall be given to each director by
telephone or in writing at least 24 hours (in the case of 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) before the time at which the meeting is to be held.  Every such
notice shall state the time and place of the meeting. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting 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 given by, or at the direction of, the secretary to each shareholder of
record entitled to vote at the meeting at least (1) ten days prior to the day
named for a meeting called to consider amendment of the articles or adoption of
a plan of merger, consolidation, exchange, asset transfer, division or
conversion or adoption of a proposal of dissolution or (2) five days prior to
the day named for the meeting in any other case. If the secretary neglects or
refuses to give notice of a meeting, the person or persons calling the meeting
may do so.  In the case of a special meeting of shareholders, the notice shall
specify the general nature of the business to be transacted.

     (b) Notice of Action by Shareholders on Bylaws. - In the case of a meeting
of shareholders that has as one of its purposes action on the bylaws, written
notice  shall be given to each shareholder that the purpose, or one of the
purposes, of the meeting is to consider the adoption, amendment or repeal of the
bylaws.  There shall be included in, or enclosed with, the notice a copy of the
proposed amendment or a summary of the changes to be effected thereby.

     Section 2.04. Waiver of Notice.

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     (a) Written Waiver. - Whenever any written notice is required to be given
under the provisions of the Business Corporation Law, the articles or these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
the notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of the notice.  Except as otherwise required by this
subsection, neither the business to be transacted at, nor the purpose of, a
meeting need be specified in the waiver of notice of the meeting.  In the case
of a special meeting of shareholders, the waiver of notice shall specify the
general nature of the business to be transacted.

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

     Section 2.05.  Modification of Proposal Contained in Notice. -  Whenever
the language of a proposed resolution is included in a written notice of a
meeting required to be given under the provisions of the Business Corporation
Law or the articles or these bylaws, the meeting considering the resolution may
without further notice adopt it with such clarifying or other amendments as do
not 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 any person under the provisions of the Business Corporation Law or by
the articles or these bylaws or by the terms of any agreement or other
instrument or as a condition precedent to taking any corporate action and
communication with that person is then unlawful, the giving of the notice or
communication to that person shall not be required.

     (b) Shareholders Without Forwarding Addresses. - Notice or other
communications shall not be sent to any shareholder with whom the corporation
has been unable to communicate for more than 24 consecutive months because
communications to the shareholder are returned unclaimed or the shareholder has
otherwise failed to provide the corporation with a current address.  Whenever
the shareholder provides the corporation with a current address, the corporation
shall commence sending notice and other communications to such shareholder in
the same manner as to other shareholders.

     Section 2.07.  Use of Conference Telephone and Similar Equipment. - The
board of directors may provide by resolution with respect to a specific meeting
or with respect to a class of meetings that one or more persons may participate
in a meeting of the board of directors or of the shareholders of the corporation
by means of conference telephone or similar communications equipment 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 the meeting.

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                                  ARTICLE III

                                  Shareholders

     Section 3.01.  Place of Meeting. - All meetings of the shareholders of the
corporation shall be held at the registered office of the corporation unless
another place is designated by the board of directors in the notice of such
meeting.

     Section 3.02.  Annual Meeting. - The board of directors may fix and
designate the date and time of the annual meeting of the shareholders, but if no
such date and time is fixed and designated by the board, the meeting for any
calendar year shall be held on the third Tuesday of April in such year, if not a
legal holiday under the laws of Pennsylvania, and, if a legal holiday, then on
the next succeeding business day, not a Saturday, at 9:30 o'clock A.M., and at
said meeting the shareholders then entitled to vote shall elect directors and
shall transact such other business as may properly be brought before the
meeting.  If the annual meeting shall not have been called and held within six
months 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 at any time by the chairman of the board, the president or the board
of directors, who may fix the date, time and place of the meeting.  If the date,
time or place of the meeting is not so fixed, it shall be the duty of the
secretary to do so.  A date fixed by the secretary shall not be more than 60
days after the date of the calling of the special meeting.

     Section 3.04.  Quorum and Adjournment.

     (a) General Rule. - A meeting of shareholders of the corporation duly
called shall not be organized for the transaction of business unless a quorum is
present.  The presence of shareholders entitled to cast at least a majority of
the votes that all shareholders are entitled to cast on a particular matter to
be acted upon at the meeting shall constitute a quorum for the purposes of
consideration and action on the matter.  Shares of the corporation owned,
directly or indirectly, by it and controlled, directly or indirectly, by the
board of directors of this corporation, as such, shall not be counted in
determining the total number of outstanding shares for quorum purposes at any
given time.

     (b) Withdrawal of a Quorum. - The shareholders present at a duly organized
meeting can continue to do business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.

     (c) Adjournments Generally. - Any regular or special meeting of the
shareholders, including one at which directors are to be elected and one which
cannot be organized because of

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the absence of a quorum, may be adjourned for such period 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 who attend a meeting called for the election of directors that has been
previously adjourned for lack of a quorum, although less than a quorum as fixed
in this section, shall nevertheless constitute a quorum for the purpose of
electing directors.

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

     Section 3.05.  Action by Shareholders. - Except as otherwise provided in
the Business Corporation Law or the articles or these bylaws, whenever any
corporate action is to be taken by vote of the shareholders of the corporation,
it shall be authorized by a majority of the votes cast at a duly organized
meeting of shareholders by the holders of shares entitled to vote thereon.
Unless otherwise provided in the articles, except when acting by unanimous
consent to remove a director or directors, the shareholders of the corporation
may act only at a duly organized meeting.

     Section 3.06.  Organization. - At every meeting of the shareholders, the
chairman of the board, if there be one, or in the case of vacancy in office or
absence of the chairman of the board, one of the following officers present in
the order stated: the president or a chairman chosen by vote of the shareholders
present, shall act as chairman.  The secretary, or, in the absence of the
secretary, a person appointed by the chairman, shall act as secretary.

     Section 3.07.  Voting Rights of Shareholders. - Unless otherwise provided
in the articles, every shareholder of the corporation shall be entitled to one
vote for every share standing in the name of the shareholder on the books of the
corporation.

     Section 3.08.  Voting and Other Action by Proxy. 

     (a)  General Rule.
          (1) Every shareholder entitled to vote at a meeting of shareholders
     may authorize another 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 of a shareholder shall constitute the presence of,
     or vote or action by the

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     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 shares represented thereby the vote cast by a majority
     of them and, if a majority of the proxies cannot agree whether the shares
     represented shall be voted or upon the manner of voting the share, the
     voting of the shares shall be divided equally among those persons.

     (b) Minimum Requirements. - Every proxy shall be executed in writing by the
shareholder or by the duly authorized attorney-in-fact of the shareholder and
filed with the secretary of the corporation.  A proxy, unless coupled with an
interest, shall be revocable at will, notwithstanding any other agreement or any
provision in the proxy to the contrary, but the revocation of a proxy shall not
be effective until written notice thereof has been given to the secretary of the
corporation.  An unrevoked proxy shall not be valid after three years from the
date of its execution unless a longer time is expressly provided therein.  A
proxy shall not be revoked by the death or incapacity of the maker unless,
before the voter is counted or the authority is exercised, written notice of the
death or incapacity is given to the secretary of the corporation.

     (c) Expenses. - The corporation shall pay the reasonable expenses of
solicitation of votes, proxies or consents of shareholders by or on behalf of
the board of directors or its nominees for election to the board, including
solicitation by professional proxy solicitors and otherwise.

     Section 3.09.  Voting by Fiduciaries and Pledgees. - Shares of the
corporation standing in the name of a trustee or other fiduciary and shares held
by an assignee for the best benefit of creditors or by a receiver may be voted
by the trustee, fiduciary, assignee or receiver.  A shareholder whose shares are
pledged shall be entitled to vote the shares until the shares have been
transferred into the name of the pledgee, or a nominee of the pledgee, but
nothing in this section 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 in common 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 be represented for the purpose of determining a quorum and the
     corporation shall accept as the 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 be voted or upon the manner of voting the shares, the voting of
     the shares shall be divided equally among the persons without prejudice to
     the rights of the joint owners or

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     the beneficial owners thereof among themselves.

     (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 under which the shares are held or the
instrument by which the trust or estate was created or the order of court
appointing them or of an order of court directing the voting of the shares, the
persons specified 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 this corporation may vote at meetings of shareholders of this
corporation by any of its officers or agents, or by proxy appointed by any
officer or agent, unless some other person, by resolution of the board of
directors of the other corporation or a provision of its articles or bylaws, a
copy of which resolution or provision certified to be correct by one of its
officers has been filed with the secretary of this corporation, is appointed its
general or special proxy in which case that person shall be entitled to vote the
shares.

     (b) Controlled Shares. - Shares of this corporation owned, directly or
indirectly, by it and 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 of outstanding 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 any meeting of shareholders as a record date for the determination
of the shareholders entitled to notice of, or to vote at, the meeting, which
time, except in the case of an adjourned meeting, shall be not more than 90 days
prior to the date of the meeting of shareholders. Only shareholders of record on
the date fixed shall be so entitled notwithstanding any transfer of shares on
the books of the corporation after any record date fixed as provided in this
subsection. The board of directors may similarly fix a record date for the
determination of shareholders of record for any other purpose. When a
determination of shareholders of record has been made as provided in this
section for purposes of a meeting, the determination shall apply to any
adjournment thereof unless the board fixes a new record date for the adjourned
meeting.

     (b) Determination When No Record Date Fixed. - If a record date is not
fixed:

         (1) The record date for determining shareholders entitled to notice of
     or to vote at a meeting of shareholders shall be at the close of business
     on the day next preceding the day on which notice is given.

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         (2) The record date for determining shareholders for any other purpose
     shall be at the close of business on the day on which the board of
     directors adopts the resolution relating thereto.

     (c) Certification by Nominee. - The board of directors may adopt a
procedure whereby a shareholder of the corporation may certify in writing to the
corporation that all or a portion of the shares registered in the name of the
shareholder are held for the account of a specified person 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 the certification, to be the holders of record of the number of shares
specified in place of the shareholder making the certification.

     Section 3.13.  Voting Lists.

     (a) General Rule. - The officer or agent having charge of the transfer
books for shares of the corporation shall make a complete list of the
shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order, with the address of and the number of shares held by each.
The list shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting for the purposes thereof except that, if the corporation has
5,000 or more shareholders, in lieu of the making of the list the corporation
may make the information therein available at the meeting by any other means.

     (b) Effect of List. - Failure to comply with the requirements of this
section shall not affect the validity of any action taken at a meeting prior to
a demand at the meeting by any shareholder entitled to vote thereat to examine
the list.  The original share register or transfer book, or a duplicate thereof
kept in the Commonwealth of Pennsylvania, shall be prima facie evidence as to
who are the shareholders entitled to examine the list or share register or
transfer book or to vote at any meeting of shareholders.

     Section 3.14.  Judges of Election.

     (a) Appointment. - In advance of any meeting of shareholders of the
corporation, the board of directors may appoint judges of election, who need not
be shareholders, to act at the meeting or any adjournment thereof.  If judges of
election are not so appointed, the presiding officer of the meeting may, and on
the request of any shareholder shall, appoint judges of election at the meeting.
The number of judges shall be one or three.  A person who is a candidate for
office to be filled at the meeting shall not act as a judge.

     (b) Vacancies. - In case any person appointed as a judge fails to appear or
fails or refuses to act, the vacancy must be filled by appointment made by the
board of directors in advance of the convening of the meeting or at the meeting
of the presiding officer thereof.

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

     (d) Report. - On request of the presiding officer of the meeting or of any
shareholder, the judges shall make a report in writing of any challenge or
question or matter determined by them, and execute a certificate of any fact
found by them.  Any report or certificate made by them shall be prima facie
evidence of the facts stated therein.

     Section 3.15.  Minors as Securityholders. - The corporation may treat a
minor who holds shares or obligations of the corporation as having capacity to
receive and to empower others to receive dividends, interest, principal and
other payments or distributions, to vote or express consent or dissent and to
make elections and exercise rights relating to such shares or obligations
unless, in the case of payments or distributions on shares, the corporate
officer responsible for maintaining the list of shareholders or the transfer
agent of the corporation or, in the case of payments or distributions on
obligations, the treasurer or paying officer or agent has received written
notice that the holder is a minor.

     Section 3.16.  Nominating Procedure for Directors. - Nominations for
election of directors may be made by any shareholder entitled to vote for the
election of directors only if written notice (the "Notice") of such
shareholder's intent to nominate a director at the meeting is given by the
shareholder and received by the Secretary of the corporation in the manner and
within the time specified herein.  The Notice shall be delivered to the
Secretary of the corporation no less than 45 days prior to the date fixed by
these Bylaws for the annual meeting of shareholders; provided, however, that if
directors are to be elected by the shareholders at any other time, the Notice
shall be delivered to the Secretary of the corporation not later than the
seventh day following the day on which notice of the meeting was first mailed to
shareholders. In lieu of delivery to the Secretary of the corporation, the
Notice may be mailed to the Secretary of the corporation by certified mail,
return receipt requested, but shall be deemed to have been given only upon
actual receipt by the Secretary of the corporation.

     The Notice shall be in writing and shall contain or be accompanied by:

     (a) the name and residence of such shareholder;

     (b) a representation that the shareholder is a holder of the corporation's
         voting stock

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and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the Notice;

     (c) such information regarding each nominee as would have been required to
be included in a proxy statement filed pursuant to Regulation 14A of the rules
and regulations established by the Securities and Exchange Commission under the
Securities Exchange Act of 1934 (or pursuant to any successor act or regulation)
had proxies been solicited with respect to such nominee by the management or
Board of Directors of the corporation;

     (d) a description of all arrangements or understandings among the
shareholder and each nominee and any other person or persons (naming such
persons or persons) pursuant to which such nomination or nominations are to be
made by the shareholder; and

     (e) the consent of each nominee to serve as director of the corporation if
so elected.

     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 in
accordance with the foregoing procedures and, in such event, the nomination
shall be disregarded.


                                   ARTICLE IV

                               Board of Directors

     Section 4.01.  Powers; Personal Liability. 

     (a) General Rule. - Unless otherwise provided by the Business Corporation
Law, all powers vested by law in the corporation shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, the board of directors.

     (b) Personal Liability of Directors. -

         (1) A director of the corporation shall not be personally liable, for
     monetary damages as such, for any action taken, or any failure to take any
     action, unless:

             (i) the director has breached or failed to perform the duties of
         his or her office under 42 Pa. C.S. Section 8363;* and

-----------------------
* 42 Pa. C.S. Section 8363 was reenacted as Section 1721 of the Business
Corporation Law.

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

         (2) The provisions of this subsection shall not apply to the
     responsibility or liability of a director pursuant to any criminal statute,
     or the liability of a director for the payment of taxes pursuant to local,
     State or Federal law.

         (3) The provisions of this subsection shall be effective January 27,
     1987, but shall not apply to any action filed prior to that date nor to any
     breach of performance of duty or any failure of performance of duty by a
     director occurring prior to that date.

     (The provisions of this subsection (b) were first adopted by the
     shareholders of the corporation on April 21, 1987.)

     (c) Notation of Dissent. - A director who is present at a meeting of the
board of directors, or of a committee of the board, at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his or her dissent is entered in the minutes of the meeting or unless the
director files a written dissent to the action with the secretary of the meeting
before the adjournment thereof or transmits the dissent in writing to the
secretary of the corporation immediately after the adjournment of the meeting.
The right to dissent shall not apply to a director who voted in favor of the
action.  Nothing in this section shall bar a director from asserting that
minutes of the meeting incorrectly omitted his or her dissent if, promptly upon
receipt of a copy of such minutes, the director notifies the secretary, in
writing, of the asserted omission or inaccuracy.

     Section 4.02.  Qualifications and Selection of Directors.

     (a) Qualifications. - Each director of the corporation shall be a natural
person of full age who need not be a resident of the Commonwealth of
Pennsylvania or a shareholder of the corporation.

     (b) Selection. - Except as otherwise provided in these bylaws, directors of
the corporation shall be elected by the shareholders.

     Section 4.03.  Number and Term of Office.

     (a) Number. - The board of directors shall consist of such number of
directors, not less than five nor more than 30, 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 term for which he or she was selected and until a successor has been
selected and qualified or until his

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or her earlier death, resignation or removal.  A decrease in the number of
directors shall not have the effect of shortening the term of any incumbent
director.

     (c) Resignation. - Any director may resign at any time upon written notice
to the corporation.  The resignation shall be effective upon receipt thereof by
the corporation or at such subsequent time as shall be specified in the notice
of resignation.

     Section 4.04.  Vacancies. - Vacancies in the board of directors, including
vacancies resulting from an increase in the number of directors, may be filled
by a majority vote of the remaining members of the board though less than a
quorum, or by a sole remaining director, and each person so selected shall be a
director to serve until the next selection of the class for which such director
has been chosen, and until a successor has been selected and qualified or until
his or her earlier death, resignation or removal.

     Section 4.05.  Removal of Directors.

     (a) Removal by the Shareholders. - The entire board of directors, or any
class of the board, or any individual director may be removed from office by
vote of the shareholders entitled to vote thereon without assigning any cause;
provided, however, that, if the articles or bylaw adopted by the shareholders
provided for a classified board of directors, the entire board of directors, or
any class of the board, or any individual director may be removed from office by
vote of the shareholders entitled to vote thereon only for cause.  In case the
board or a class of the board or any one or more directors are so removed, new
directors may be elected at the same meeting.

     (b) Removal by the Board. - The board of directors may declare vacant the
office of a director who has been judicially declared of unsound mind or who has
been convicted of an offense punishable by imprisonment for a term of more than
one year or if, within 60 days after notice of his or her selection, the
director does not accept the office either in writing or by attending a meeting
of the board of directors.

     Section 4.06.  Place of Meetings. - Meetings of the board of directors may
be held at such place within or without the Commonwealth of Pennsylvania as the
board of directors may from time to time appoint or 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, or, in the case of a vacancy in the office
or absence of the chairman of the board, one of the following officers present
in the order stated: the president or a chairman chosen by a majority of the
directors present, shall preside. The secretary, or, in the absence of the
secretary, any person appointed by the chairman of the meeting, shall act as
secretary.

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     Section 4.08.  Regular Meetings. - Regular meetings of the board of
directors shall be held at such time and place as shall be designated from time
to time by resolution of the board of directors.

     Section 4.09.   Special Meetings. - Special meetings of the board of
directors shall be held whenever called by the chairman or by two or more of the
directors.

     Section 4.10.  Quorum of and Action by Directors.

     (a) General Rule. - A majority of the directors in office of the
corporation shall be necessary to constitute a quorum for the transaction of
business and the acts of a majority of the directors present and voting at a
meeting at which a quorum is present shall be the acts of the board of
directors.

     (b) Action by Written Consent. - Any action required or permitted to be
taken at a meeting of the directors may be taken without a meeting if, prior or
subsequent to the action, a consent or consents thereto by all of the directors
in office is filed with the secretary of the corporation.

     Section 4.11.  Executive and Other Committees.

     (a) Establishment and Powers. - The board of directors may, by resolution
adopted by a majority of the directors in office, establish an Executive
Committee and one or more other committees, each committee to consist of one or
more directors of the corporation.  Except as provided in this Section, the
Executive Committee shall have and exercise the authority of the board to the
extent provided in the resolution of the board of directors establishing the
committee. No such committee shall have any power or authority as to the
following:

         (1) The submission to shareholders of any action requiring approval of
     shareholders under 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 is amendable or repealable only by the board.

         (5) Action on matters committed by a resolution of the board of
     directors to another committee of the board.

     (b) Alternate Committee Members. - The board may designate one or more
directors

                                      13
<PAGE>
 
as alternate members of any committee who may replace any absent or disqualified
member at any meeting of the committee or for the purposes of any written action
by the committee. In the absence or disqualification of a member and alternate
member or members of a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not constituting a quorum,
may unanimously appoint another director to act at the meeting in the place of
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 any provision of these bylaws relating to the organization or procedures
of or the manner of taking action by the board of directors, shall be construed
to include and refer to any executive or other committee of the board.

     Section 4.12.  Compensation. - The board of directors shall have the
authority to fix the compensation of directors for their services as directors
and a director may be a salaried officer of the corporation.


                                   ARTICLE V

                                    Officers

     Section 5.01.  Officers Generally.

     (a) Number, Qualifications and Designation. - The officers of the
corporation shall be a chairman of the board, a president, one or more executive
vice presidents, a secretary, a treasurer, and such other officers as may be
elected in accordance with the provisions of Section 5.03.  Officers may but
need not be directors or shareholders of the corporation.  The president and
secretary shall be natural persons of full age.  The treasurer may be a
corporation, but if a natural person shall be of full age.  Any number of
offices may be held by the same person.

     (b) Bonding. - The corporation may secure the fidelity of any or all of its
officers by bond or otherwise.

     (c) Chief Functional Officers. - The board of directors may also from time
to time designate the offices of certain executive or senior officers having
principal management responsibilities for particular corporate or business
functions with the title "Chief" followed by the identification of the
particular corporate or business function (e.g. Chief Financial Officer), such
designation to be in addition to or in lieu of other official titles specified
in Section 5.01(a) and, subject to direction by the chairman of the board or
president, any officer so designated shall have authority as necessary and
appropriate in regard to management of the particular corporate or business
function.

                                      14
<PAGE>
 
     Section 5.02.  Election, Term of Office and Resignations.

     (a) Election and Term of Office. -The officers of the corporation, except
those elected by delegated authority pursuant to Section 5.03, shall be elected
annually by the board of directors, and each such officer shall hold office for
a term of one year and until a successor has been selected and qualified or
until his or her earlier death, resignation or removal.

     (b) Resignations. - Any officer may resign at any time upon written notice
to the corporation.  The resignation shall be effective upon receipt thereof by
the corporation or at such subsequent time as may be specified in the notice of
resignation.

     Section 5.03.  Subordinate Officers, Committee and Agents. - The board of
directors may from time to time elect such other officers and appoint such
committees, employees or other agents as the business of the corporation may
require, including one or more assistant secretaries, and one or more assistant
treasurers, each of whom shall hold office for such period, have such authority,
and perform such duties as are provided in these bylaws, or as the board of
directors may from time to time determine.  The board of directors may delegate
to any officer or committee the power to elect subordinate officers and to
retain or appoint employees or other agents, or 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, committee,
employee or agent of the corporation may be removed by the board of directors
with or without cause.  The removal shall be without prejudice to the contract
rights, if any, of any person so removed. Election or appointment of an officer,
committee, employee or agent shall not of itself create contract rights.

     Section 5.05.  Vacancies. - A vacancy in the office because of death,
resignation, removal, disqualification, or any other cause, shall be filled by
the board of directors or by the officer or committee to which the power to fill
such office has been delegated pursuant to Section 5.03, as the case may be, and
if the office is one for which these bylaws prescribe a term, shall be filled
for the unexpired portion of the term.

     Section 5.06.  Authority. - All officers of the corporation, as between
themselves and the corporation, shall have such authority and perform such
duties in the management of the corporation as may be provided by or pursuant to
resolutions or orders of the board of directors or, in the absence of
controlling provisions in the resolutions or orders of the board of directors,
as may be determined by or pursuant to these bylaws.

     Section 5.07.  The Chairman of the Board. - The chairman of the board shall
be the chief executive officer of the corporation and shall have general
supervision over the business and operations of the corporation, subject,
however, to the control of the board of directors.  The

                                       15
<PAGE>
 
chairman of the board shall preside at all meetings of the shareholders and of
the board of directors and in the absence of the chairman of the board, the
president shall preside at such meetings.  The chairman of the board shall
perform such duties as may from time to time be assigned by the board of
directors.

     Section 5.08.  The President. - The president shall be the chief operating
officer of the corporation and shall assist the chairman of the board in
supervising the operation of the business of the corporation.  The president
shall perform all duties incident to the office of president and such other
duties as may from time to time be assigned by the chairman of the board or the
board of directors.  In the absence of the chairman of the board, the president
shall preside at all meetings of the shareholders and of the board of directors.

     Section 5.09.  The Vice Presidents. - The vice presidents shall perform the
duties of the president in the absence of the president and such other duties as
may from time to time be assigned to them by the board of directors or the
president.

     Section 5.10.  The Secretary. - The secretary or an assistant secretary
shall attend all meetings of the shareholders and of the board of directors and
shall record all the votes of the shareholders and of the directors and the
minutes of the meetings of the shareholders and of the board 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 corporation as required by law; shall be the custodian of the seal of the
corporation and see that it is affixed to all documents to be executed on behalf
of the corporation under its seal; and, in general, shall perform all duties
incident to the office of secretary, and such other duties as may from 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 or provide for the custody of the funds or other property of the
corporation; shall collect and receive or provide for the collection and receipt
of moneys earned by or in any manner due to or received by the corporation;
shall deposit all funds in his or her custody as treasurer in such banks 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 as treasurer, and the financial condition of
the corporation; and, in general, shall discharge such other 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 directors shall be fixed from time to time by the board of directors or
by such officer as may be designated by resolution of the board.  The salaries
or other compensation of any other officers, employees and other agents shall be
fixed from time to time by the officer or committee to which the power to elect
such officers or to retain or appoint such employees or other agents has been
delegated pursuant to Section 5.03.  No officer shall be prevented from
receiving such salary or other compensation by reason of the fact that the
officer is also director of the corporation.

                                       16
<PAGE>
 
                                   ARTICLE VI

                     Certificates of Stock, Transfer, Etc.

     Section 6.01.  Share Certificates. - Certificates for shares of the
corporation shall be in such form as approved by the board of directors, and
shall state that the corporation is incorporated under the laws of the
Commonwealth of Pennsylvania, the name of the person to whom issued, and the
number and class of shares and the designation of the series (if any) that the
certificate represents.  The share record books and blank share certificates
shall be kept by the secretary or 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 numbered and registered in the share ledger and transfer books of the
corporation as they are issued.  They shall be signed by the president or a
vice president and by the secretary or an assistant secretary or the 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 the signature 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 share certificate
shall have ceased to be such officer because of death, resignation or otherwise,
before the certificate is issued, it may be issued with the same effect as if
the officer had not ceased to be such at the date of its issue.  The provision
of this Section 6.02 shall be subject to any inconsistent or contrary agreement
at the time between the corporation and any transfer agent or registrar.

     Section 6.03.  Transfer. - Transfers of shares shall be made on the books
of the corporation upon surrender of the certificates therefor, endorsed by the
person named in the certificate or by attorney lawfully constituted in writing.
No transfer shall be made inconsistent 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 the person in whose name any share or shares of the corporation stand
on the books of the corporation as 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 of the corporation shall immediately notify the corporation of any
loss, destruction or mutilation of the certificate therefor, and the board of
directors may, in its discretion, cause a new certificate 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
the certificate, upon satisfactory proof of such loss or destruction, and, if
the board of directors shall so determine, the deposit of

                                       17
<PAGE>
 
a bond in such form and in such sum, and with such surety or sureties, as it may
direct.


                                  ARTICLE VII

                   Indemnification of Directors, Officers and
                        Other Authorized Representatives

     Section 7.01.  Scope of Indemnification.

     (a) General Rule. - The corporation shall indemnify an indemnified
representative against any liability incurred in connection with any proceeding
in which the indemnified representative may be involved as a party or otherwise,
by reason of the fact that such 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 or misleading
statement, negligence, gross negligence or act giving rise to strict or products
liability, except:

        (1) where such indemnification is expressly prohibited by applicable
     law; or

        (2) where the conduct of the indemnified representative has been
     determined pursuant to Section 7.06 to constitute willful misconduct or
     recklessness within the meaning of 42 Pa. C.S. Section 8365(b)* or any
     superseding provision of law, sufficient in the circumstance to bar
     indemnification against liabilities arising from the conduct.

     (b)  Partial Payment.  If an indemnified representative is entitled to
indemnification in respect of a portion, but not all, of any liabilities to
which such person may be subject, the corporation shall indemnify such
indemnified representative to the maximum extent for such portion of the
liabilities.

     (c) Presumption. - The termination of a proceeding by judgement, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption 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 an indemnified representative in one or more capacities as a
director, officer, employee or agent of the corporation, or, at the request of
the corporation, as a director, officer, employee, agent, fiduciary or trustee
of another corporation, partnership, joint venture, trust, employee benefit plan
or other entity or enterprise;

     (2) "indemnified representative" means any and all directors and officers
of the

* 42 Pa. C.S. Section 8365(b) was reenacted as Section 1726(b) of the Business 
  Corporation Law.


                                       18
<PAGE>
 
corporation and any other person designated as an indemnified representative by
the board of directors of the corporation (which may, but need not, include any
person serving at the request of the corporation, as a director, officer,
employee, agent, fiduciary or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other entity or enterprise);

     (3) "liability" means any damage, judgement, amount paid in settlement,
fine, penalty, punitive damages, excise tax assessed with respect to an employee
benefit plan, or cost or expense of any nature (including, without limitation,
attorneys' fees and disbursements); and

     (4) "proceeding" means any threatened, pending or completed action, suit,
appeal or other proceeding of any nature, whether civil, criminal,
administrative or investigative, whether formal or informal, and whether brought
by or in the right of the corporation, a class of its security holders or
otherwise.

     Section 7.02.  Proceedings Initiated by Indemnified Representatives. -
Notwithstanding any other provision of this Article, the corporation shall not
indemnify under this Article an indemnified representative for any liability
incurred in a proceeding initiated (which shall not be deemed to include
counter-claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of or
-------------
participation in the proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in office.
This section does not apply to reimbursement of expenses incurred in
successfully prosecuting or defending an arbitration under Section 7.06 or
otherwise successfully prosecuting or defending the rights of an indemnified
representative granted by or pursuant to this Article.

     Section 7.03.  Advancing Expenses. - The corporation shall pay the expenses
(including attorneys' fees and disbursements) incurred in good faith by an
indemnified representative in advance of the final disposition of a proceeding
described in Section 7.01 or 7.02 upon receipt of an undertaking by or on behalf
of the indemnified representative to repay such amount if it shall ultimately be
determined pursuant to Section 7.06 of this Article that such person is not
entitled to be indemnified by the corporation pursuant to this Article.  The
financial ability of an indemnified representative 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 or secure the indemnification obligations provided herein or
otherwise, the corporation may maintain insurance, obtain a letter of credit,
act as self-insurer, create a reserve, trust, escrow, cash collateral or other
fund or account, enter into indemnification agreements, pledge or grant a
security interest in any assets or properties of the corporation, or use any
other mechanism or arrangement whatsoever in such amounts, at such costs, and
upon such other terms and conditions as the board of directors shall deem
appropriate.  Absent fraud, the determination of the board of directors with
respect to such amounts, costs, terms and conditions shall be conclusive against
all

                                       19
<PAGE>
 
security holders, officers and directors and shall not be subject to
voidability.

     Section 7.05.  Payment of Indemnification. - An indemnified representative
shall be entitled to indemnification within 30 days after a written request for
indemnification has been delivered to the secretary of the corporation.

     Section 7.06.  Arbitration. - Any dispute related to the right to
indemnification or advancement of expenses as indemnification for liabilities
arising under the Securities Act of 1933 which the corporation has undertaken to
submit to a court for adjudication, shall be decided only by arbitration in the
metropolitan area in which the principal executive offices of the corporation
are located at the time, in accordance with the commercial arbitration rules
then in effect of the American Arbitration Association, before a panel of three
arbitrators, one of whom shall be selected by the corporation, the second of
whom shall be selected by the indemnified representative and the third of whom
shall be selected by the other two arbitrators. In the absence of the American
Arbitration Association, or if for any reason arbitration under the arbitration
rules of the American Arbitration Association cannot be initiated, or if one of
the parties fails or refuses to select an arbitrator, or if the arbitrators
selected by the corporation and the indemnified representative cannot agree on
the selection of the third arbitrator within 30 days after such time the
corporation and the indemnified representative have each been notified of the
selection of the other's arbitrator, the necessary arbitrator or arbitrators
shall be selected by the presiding judge of the court of general jurisdiction in
such metropolitan area. Each arbitrator selected as provided herein is required
to be or have been a director or executive officer of a corporation whose shares
of common stock were listed during at least one year of such service on the New
York Stock Exchange or the American Stock Exchange or quoted on the National
Association of Securities Dealers Automated Quotations System. The party or
parties challenging the right of an indemnified representative to the benefits
of this Article shall have the burden of proof. The corporation shall reimburse
an indemnified representative for the expenses (including attorneys' fees and
disbursements) incurred in successfully prosecuting or defending such
arbitration. Any award entered by the arbitrators shall be final, binding and
nonappealable and judgement may be entered thereon by any party in accordance
with applicable law in any court of competent jurisdiction. This arbitration
provision shall be specifically enforceable.

     Section 7.07.  Discharge of Duty. - An indemnified representative shall be
deemed to have discharged such person's duty to the corporation if he or she has
relied in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following:

        (1) one or more officers or employees of the corporation whom such
     indemnified representative reasonably believes to be reliable and competent
     with respect to the matter presented;
 
        (2) legal counsel, public accountants or other persons as to matters
     that the

                                       20
<PAGE>
 
          indemnified representative reasonably believes are within the person's
          professional or expert competence; or

                (3)  a committee of the board of directors on which he or she
          does not serve as to matters within its area of designated authority,
          which committee he or she reasonably believes to merit confidence.

          Section 7.08. Contract Rights; Amendment or Repeal. - All rights under
this Article shall be deemed a contract between the corporation and the
indemnified representative pursuant to which the corporation and each
indemnified representative intend to be legally bound. Any repeal, amendment or
modification hereof shall be prospective only as to conduct of an indemnified
representative occurring thereafter, and shall not affect any rights or
obligations then existing.

          Section 7.09. Scope of Article. - The rights granted by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any statute,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in an indemnified capacity and as to action in any other capacity. The
indemnification and advancement of expenses provided by or granted pursuant to
this Article shall continue as to a person who has ceased to be an indemnified
representative in respect of matters arising prior to such time, and shall inure
to the benefit of representatives of such a person.

          Section 7.10. Reliance on Provisions. - Each person who shall act as
an indemnified representative of the corporation shall be deemed to be doing so
in reliance upon the rights provided by this Article.

          Section 7.11. Interpretation. - The provisions of this Article have
been adopted by the shareholders of the corporation and are intended to
constitute bylaws authorized by Section 410F* of the Pennsylvania Business
Corporation Law and Section 8365 of the Directors' Liability Act (42 Pa. C.S.
Section 8365).


                                  ARTICLE VIII

                                 Miscellaneous

          Section 8.01. Corporate Seal. - The corporation shall have a corporate
seal in the form of a circle containing the name of the corporation, the year of
incorporation and such other details as may be approved by the board of
directors.

          Section 8.02. Checks. - All checks, notes, bills of exchange or other
orders in writing shall be signed by such person or persons as the board of
directors or any person authorized by

                                       21


         * Superseded by Section 1746 of the Business Corporation Law.
<PAGE>
 
resolution of the board of directors may from time to time designate.

     Section 8.03.  Contracts. - Except as otherwise provided in the Business
Corporation Law in the case of transactions which require action by the
shareholders, the board of directors may authorize any officer or agent to enter
into any contract or to execute or deliver any instrument on behalf of the
corporation, and such authority may be general or confined to specific
instances.

     Section 8.04.  Interested Directors or Officers; Quorum.

     (a) General Rule. - A contract or transaction between the corporation and
one or more of its directors or officers or between the corporation and another
corporation, partnership, joint venture, trust or other enterprise in which one
or more of its directors or officers are directors or officers or have financial
or other interest, shall not be void or voidable solely for that reason, or
solely because the director or officer is present at or participates in the
meeting of the board of directors that authorizes the contract or transaction,
or solely because his or her or their votes are counted for that purpose, if:

        (1) the material facts as to the relationship or interest and as to the
     contract or transaction are disclosed or are known to the board of
     directors and the board authorizes the contract or transaction by the
     affirmative votes of a majority of the disinterested directors 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 contract or transaction are disclosed or are known to the
     shareholders entitled to vote thereon and the contract or transaction is
     specifically approved in good faith by vote of those shareholders; or
 
        (3) the contract or transaction is fair as to the corporation as of the
     time it is authorized, approved or ratified by the board of directors or
     the shareholders.

     (b) Quorum. - Common or interested directors may be counted in determining
the presence of a quorum at the meeting of the board which authorizes a contract
or transaction specified in subsection (a).

     Section 8.05.  Deposits. - All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositaries as the board of directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more officers or employees as the board of directors shall from time to
time determine.

     Section 8.06.  Corporate Records.

                                       22
<PAGE>
 
     (a) Required Records. - The corporation shall keep complete and accurate
books and records of account, minutes of the proceedings of the shareholders and
directors and a share register giving the names and addresses of all
shareholders and the number and class of shares held by each.  The share
register shall be kept at either the registered office of the corporation in the
Commonwealth of Pennsylvania or at its principal place of business wherever
situated or at the office of its registrar or transfer agent.  Any books,
minutes or other records may be in written form 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 stating the purpose thereof, have a right to examine, in person or by
agent or attorney, during the usual hours for business for any proper purpose,
the share register, books and records of account, and records of the proceedings
of the shareholders and directors and to make copies of extracts therefrom.  A
proper purpose shall mean a purpose reasonably related to the interest of the
person as a shareholder.  In every instance where an attorney or other agent is
the person who seeks the right of inspection, the demand shall be accompanied by
a verified power of attorney or other writing that authorizes the attorney or
other agent to so act on behalf of the shareholder.  The demand shall be
directed to the corporation at its registered office in the Commonwealth of
Pennsylvania or at its principal place of business wherever situated.

     Section 8.07.  Amendment of Bylaws. - These bylaws may be amended or
repealed, or new bylaws may be adopted, either (i) by vote of the shareholders
at any duly organized annual or special meeting of shareholders, or (ii) with
respect to those matters which are not by statute committed expressly to the
shareholders and regardless of whether the shareholders have previously adopted
or approved the bylaw being amended or repealed, by vote of a majority of the
board of directors of the corporation in office at any regular or special
meeting of directors. Any change in these bylaws shall take effect when adopted
unless otherwise provided in the resolution effecting the change.  See Section
2.03 (b) (relating to notice of action by shareholders on bylaws).


                                   ARTICLE IX

                     Elections Pursuant to Act No. 1990-36
                     Amending the Business Corporation Law

     Section 9.01.  Election under Subchapter G. - Subchapter G of the Business
Corporation Law of 1988, as amended, shall not be applicable to the corporation.

     Section 9.02.  Election under Subchapter H. - Subchapter H of the Business
Corporation Law of 1988, as amended, shall not be applicable to the corporation.

                                       23