EX.3.ii
                                                               January 28, 1998
                                AMP INCORPORATED
                                     BYLAWS


                                    ARTICLE 1
                                  SHAREHOLDERS

Section 1.1.   PLACE OF HOLDING MEETINGS.

     Meetings of shareholders of AMP Incorporated ("Corporation") may be held at
such place, within or without the Commonwealth of Pennsylvania, as may be fixed
by the Board of Directors ("Board"). Unless otherwise fixed by the Board,
meetings of shareholders shall be held at the registered office of the
Corporation in the Commonwealth of Pennsylvania.

Section 1.2.   NOTICE OF SHAREHOLDERS' MEETINGS.

     Except as otherwise provided by law or these bylaws, written notice of the
time, date, place and purpose or purposes of every meeting of shareholders,
including Annual Meetings, shall be given not less than 5 days (or such longer
period as may be required by law) before the date of the meeting, either
personally or by first-class or express mail, postage prepaid, or by telegram
(with messenger service specified), telex or TWX (with answerback received) or
courier service, charges prepaid, or by facsimile transmission or in such other
manner as permitted by law, to each shareholder of record entitled to vote at
the meeting. When given by mail, telegraph or courier service, notice shall be
deemed to have been given when deposited in the United States mail in a postpaid
envelope addressed to the shareholder at such address as appears on the books of
the Corporation or when deposited with a telegraph office or courier service for
delivery to that person or, in the case of telex or TWX, when dispatched.

Section 1.3.   WAIVER.

     Whenever written notice of a meeting is required to be given, a waiver
thereof in writing, signed by the person entitled to the notice, whether before
or after the meeting, shall be deemed equivalent to the giving of the notice.
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 1.4.   VOTING LIST.

     The officer or agent having charge of the stock transfer records of the
Corporation shall make a complete list of the shareholders entitled to vote at
each shareholders' meeting or any adjournment thereof or, in lieu of such a list
the Corporation may make the information therein available at the shareholders'
meeting by any other means. Such list shall (a) be arranged alphabetically, with
the address of and the number of shares held by each shareholder; (b) be
produced and kept open at the time and place of the meeting; (c) be subject to
the inspection of any shareholder during the whole time of the meeting; and (d)
be prima facie evidence as to who are the shareholders entitled to examine such
list or to vote at such meeting.

Section 1.5.   ANNUAL MEETING OF SHAREHOLDERS.

     1.5.1 Date and Time. The Annual Meeting of the Shareholders, for the
election of Directors and the transaction of other business, if any, shall be
held on the fourth Wednesday in April of each year (or on such other date as may
be fixed by the Board and stated in the notice of the meeting) at such hour as
shall be fixed by the Board and stated in the notice of the meeting, at the
place fixed in accordance with Section 1.1 of this Article. Failure to hold such
meeting at the designated time or on the designated date or to elect some or all
of the members of the Board at such meeting or any adjournment thereof shall not
affect otherwise valid corporate acts or work a forfeiture or dissolution of the
Corporation.

     1.5.2 Business to be Conducted. To be properly brought before the Annual
Meeting, business must be either (a) specified in the notice of Annual Meeting
(or any supplement thereto) given by or at the direction of the Board, (b)
otherwise properly brought before the Annual Meeting by or at the direction of
the Board, or (c) otherwise properly brought before the Annual Meeting by a
shareholder. In addition to any other applicable requirements, for business to
be properly brought before an Annual Meeting by a shareholder, the shareholder
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice must be delivered to or mailed
to and received at the principal executive office of the Corporation at least 60
days in advance of the date in the then-current year that corresponds to the
date of the previous year's annual meeting; provided, however, that if the
meeting in the then-current year is held more than 15 days before or after the
date on which the previous year's annual meeting was held, then such notice
shall be delivered to or mailed to and received at the principal executive
office of the Corporation at least 60 days in advance of the actual date of the
Annual Meeting in the then-current year unless fewer than 70 days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, in which event notice by the shareholder to be timely must be
received not later than the close of business on the tenth day following the day
on which such notice of the date of the Annual Meeting was mailed or such public
disclosure was made, whichever first occurs. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the Annual Meeting (i) a brief description of the business desired to be
brought before the Annual Meeting and the reasons for conducting such business
at the Annual Meeting, (ii) the name and record address of the shareholder
proposing such business, (iii) the class and number of shares of the Corporation
which are beneficially owned by the shareholder, and (iv) any material interest
of the shareholder in such business. No business shall be conducted at the
Annual Meeting except in accordance with the procedures set forth in this
Section 1.5.2, provided, however, that nothing in this Section 1.5.2 shall be
deemed to preclude discussion by any shareholder of any business properly
brought before the Annual Meeting. The Chairman of an Annual Meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the foregoing procedure,
and if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

     1.5.3 Nominations of Directors. Only persons who are nominated in
accordance with the following procedures shall be eligible for election by the
shareholders as directors. Nominations of persons for election to the Board may
be made by the Board, at the direction of the Board by any nominating committee
or person(s) appointed by the Board, by the persons named as proxies in the
proxy card in the event an unexpected vacancy arises in the original slate of
nominees and the Board neither designates a replacement nominee nor amends these
Bylaws to eliminate that office of director for which the vacancy arose, or by
any shareholder of the Corporation entitled to vote for the election of
directors at the meeting who complies with the notice procedures set forth in
this Section 1.5.3. Such nominations, other than those made by or at the
direction of the Board or by the persons named as proxies in the proxy card,
shall be made pursuant to timely notice in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice shall be delivered to or
mailed to and received by the Secretary at the principal executive office of the
Corporation with respect to (i) an election to be held at an annual meeting of
shareholders, at least 60 days in advance of the date in the then-current year
which corresponds to the date of the previous year's annual meeting; provided,
however, that if the Annual Meeting in the then-current year is held more than
15 days before or after the date on which the previous year's annual meeting was
held, then such notice shall be delivered to or mailed to and received by the
Secretary at least 60 days in advance of the actual date of the Annual Meeting
in the then-current year, or (ii) an election to be held at a special meeting of
shareholders for the election of directors, the close of business on the tenth
day following the day on which notice of the date of the meeting was mailed to
shareholders or public disclosure was made, whichever first occurs. Such
shareholder's notice to the Secretary shall set forth (a) as to each person whom
the shareholder proposes to nominate for election or re-election as a director,
(i) the name, age, business address and residence address of the person, (ii)
the principal occupation or employment of the person, (iii) the class and number
of shares of capital stock of the Corporation which are beneficially owned by
the person, (iv) a description of all arrangements or understandings between the
shareholder and the person pursuant to which the nomination is proposed to be
made, and (v) any other information relating to the person that is required to
be disclosed in solicitations for proxies for election of directors pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (or any
successor act or regulation); and (b) as to the shareholder giving the notice,
(i) the name and record address of such shareholder, (ii) the class and number
of shares of capital stock of the Corporation which are beneficially owned by
such shareholder, and (iii) a representation that the shareholder intends to
appear in person or by proxy at the meeting to nominate the person. The
Corporation may require any proposed nominee to furnish such other information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a director of the Corporation. No person shall
be eligible for election as a director of the Corporation unless nominated in
accordance with the procedures set forth herein. The Chairman of the meeting
shall, if the facts warrant, determine and declare to the meeting that a
nomination was not made in accordance with the foregoing procedure, and if he
should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

Section 1.6.   SPECIAL MEETINGS OF SHAREHOLDERS.

     Special meetings of shareholders may be called at any time by the Chairman
of the Board, the Chief Executive Officer, or by resolution of the Board of
Directors.

Section 1.7.   RECORD DATES.

     1.7.1 Meetings and Other Purposes. In order that the Corporation may
determine the shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any consent, the Board may fix a record date, which record
date shall not be more than 90 days before the date of such meeting, nor more
than 90 days prior to any such other action. If no record date is fixed, 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. The record date for any other
purpose other than shareholder action by written consent shall be at the close
of business on the day on which the Board adopts the resolution relating
thereto. The determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.

     1.7.2 Written Consents. In order that the Corporation may determine the
shareholders entitled to consent to corporate action in writing without a
meeting, the Board may fix a record date. Any shareholder of record seeking to
have the shareholders authorize or take corporate action by written consent
shall, by written notice to the Secretary of the Corporation, request the Board
to fix a record date. The Board shall promptly, but in all events within 10 days
after the date on which such a request is received, adopt a resolution fixing
the record date. If no record date has been fixed by the Board within 10 days of
the date on which such a request is received, the record date for determining
shareholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the Board is required by applicable law, shall
be the first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the Corporation by delivery to its
registered office in the Commonwealth of Pennsylvania, its principal place of
business, or an officer or agent of the Corporation having custody of the books
in which proceedings of shareholders' meetings are recorded, to the attention of
the Secretary of the Corporation. Delivery shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board and prior action by the Board is required by applicable law, the
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the date on
which the Board adopts the resolution taking such prior action. 1.7.3 Validation
and Certification of Written Consents. In the event of the delivery to the
Corporation of a written consent or consents purporting to authorize or take
corporate action and/or related revocations (each such written consent and any
revocation thereof is referred to in this Section 1.7.3 as a "Consent"), the
Secretary of the Corporation shall provide for the safekeeping of such Consents
and shall as soon as practicable thereafter conduct such reasonable
investigation as he deems necessary or appropriate for the purpose of
ascertaining the validity of such Consents and all matters incident thereto,
including without limitation whether the holders of shares having the requisite
voting power to authorize or take the action specified in the Consents have
given consent; provided, however, that if the corporate action to which the
Consents relate is the removal or election of one or more members of the Board,
the Secretary of the Corporation shall designate an independent, qualified
inspector with respect to such Consents and such inspector shall discharge the
functions of the Secretary of the Corporation under this Section 1.7.3. If after
such investigation the Secretary or the inspector (as the case may be) shall
determine that any action purportedly taken by such Consents has been validly
taken, that fact shall be certified on the records of the Corporation kept for
the purpose of recording the proceedings of meetings of the shareholders and the
Consents shall be filed with such records. In conducting the investigation
required by this Section 1.7.3, the Secretary or the inspector may, at the
expense of the Corporation, retain to assist them special legal counsel and any
other necessary or appropriate professional advisors, and such other personnel
as they may deem necessary or appropriate.

Section 1.8.   QUORUM.

     The presence in person or by proxy of the holders of shares entitled to
cast a majority of the votes that all shareholders are entitled to cast on a
particular matter to be acted upon at a meeting shall constitute a quorum at
such meeting for purposes of acting on such matter. The shareholders present at
a duly organized meeting may continue to do business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. The determination of what constitutes a quorum at a shareholders'
meeting that has been previously adjourned for lack of a quorum shall be made as
provided under Section 1756 of the Pennsylvania Business Corporation Law or any
successor provision thereto.

Section 1.9.   ADJOURNMENT OF SHAREHOLDERS' MEETING.

     When a meeting of shareholders is adjourned to another time, date or place,
it shall not be necessary to give any notice of the adjourned meeting or of the
business to be transacted at the adjourned meeting, other than by announcement
of the new time, date or place at the meeting at which the adjournment is taken,
unless the Board fixes a new record date for the adjourned meeting and provided
that at the adjourned meeting only such business is transacted as might have
been transacted at the original meeting. Any regular, special or Annual Meeting
of the shareholders, including one at which directors are to be elected, may be
adjourned for such period as the shareholders present in person or by proxy, and
entitled to vote, shall direct.

Section 1.10.  VOTING.

     (a) Except as otherwise provided herein or in the Articles of Incorporation
or by law, each outstanding share shall entitle the holder to one vote on each
matter submitted to a vote at a meeting of shareholders.

     (b) Whenever any action is to be taken by a vote of the shareholders, it
shall be authorized by a majority of the votes cast at the meeting by holders of
shares entitled to vote thereon, unless a greater number or percentage of votes
is required by law or the Articles of Incorporation.

     (c) 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 voted at any meeting and shall not be counted
in determining the total number of outstanding shares for voting purposes at any
given time.

     (d) Shares standing in the name of another corporation may be voted by any
officer or agent or by proxy appointed by any officer or agent of such other
corporation unless the Secretary of the Corporation is furnished with a
certified copy of a resolution of the corporation's board of directors or of a
provision of its Articles or bylaws, designating another person to vote, and
then the shares shall be voted only by that designated person.

     (e) Shares standing in the name of a trustee or other fiduciary, and shares
held by an assignee for the benefit of creditors or by a receiver, may be voted
by the trustee, fiduciary, assignee or receiver.

     (f) Where shares are held jointly or as tenants in common by two or more
persons, as fiduciaries or otherwise, 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 him or a majority of them; and if such persons are equally divided upon
whether to vote the shares or upon the manner of voting, the voting of the
shares shall be divided equally among them; provided, that if there has been
filed with the Secretary of the Corporation a copy, certified by an attorney 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 an Order of
Court, the person or persons specified as having such voting power in the latest
document so filed shall be entitled to vote the shares but only in accordance
therewith.

     (g) A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee or a
nominee of the pledgee.

     (h) A shareholder may vote either in person or by proxy executed in writing
by the shareholder or his duly authorized attorney in fact and filed with the
Secretary of the Corporation. Where two or more proxies of a shareholder are
present, the Corporation shall, unless otherwise expressly provided for in the
proxy, accept as the vote of all shares represented thereby the vote cast by a
majority of them and, if a majority of the proxies cannot agree whether the
shares represented shall be voted or upon the manner of voting the shares, the
voting of the shares shall be divided equally among those persons. No proxy
shall be valid after three years from the date of its execution unless a longer
time is expressly provided therein. Unless coupled with an interest, a proxy
shall be revocable at will, but the revocation shall not be effective until
written notice thereof has been given to the Secretary of the Corporation. A
proxy shall not be revoked by the death or incapacity of the maker but shall
continue in force, subject to the foregoing limitations, 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. (i) Except as otherwise
provided by law or these bylaws, any matter submitted to a vote of shareholders
shall be by ballot.

Section 1.11.  ELECTION OF DIRECTORS.

     Election of directors shall be by ballot. At such elections every
shareholder entitled to vote at such election shall have the right to vote the
number of shares held by him for as many persons as there are directors to be
elected, but he shall not have the right to cumulate his votes.

Section 1.12.  SELECTION OF JUDGES OF ELECTION.

     (a) The Board may in advance of any shareholders' meeting appoint one or
three judges of election to act at the meeting or any adjournment thereof. If
judges of election are not so appointed or shall fail to qualify, the person
presiding at the shareholders' meeting may, and upon the request of any
shareholder entitled to vote thereat shall, make such appointment.

     (b) In case any person appointed as judge fails to appear or act, the
vacancy may be filled by appointment made by the Board in advance of the meeting
or at the meeting by the person presiding.

     (c) No person shall be elected a director at a meeting at which he has
served as a judge.

Section 1.13.  DUTIES OF JUDGES OF ELECTION.

     The judges of election shall determine the number of shares outstanding and
the voting power of each, the shares represented at the meeting, the existence
of a quorum, and the validity and effect of proxies, and shall receive votes or
ballots, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes or ballots, determine the
result, and do such acts as are proper to conduct the election or vote with
fairness to all shareholders. If there are three judges, the act of a majority
shall govern. On request of the person presiding at the meeting or any
shareholder, the judge or judges shall make a report in writing of any
challenge, question or matter determined by him or them. Any report made by him
or them shall be prima facie evidence of the facts therein stated, and such
report shall be filed with the minutes of the meeting.

                                   ARTICLE II
                               BOARD OF DIRECTORS

Section 2.1.   BOARD QUALIFICATIONS.

     The business and affairs of the Corporation shall be managed under the
direction of a Board of Directors ("Board"). Directors shall be at least 18
years of age and need not be United States citizens or residents of Pennsylvania
or shareholders of the Corporation.

Section 2.2.   NUMBER.

     The number of directors of the Corporation shall be at least three, with
the actual number of directors to be determined from time to time by the Board.

Section 2.3.   TERM OF DIRECTORS.

     Each director shall hold office until the next succeeding annual meeting of
shareholders and until his successor shall have been elected and qualified or
until his earlier death, resignation or removal. A director may resign by
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. A decrease in the number of directors
shall not have the effect of shortening the term of any incumbent director.

Section 2.4.   VACANCIES.

     Vacancies in the Board, however caused, including vacancies resulting from
an increase in the number of directors, may be filled by the affirmative vote of
a majority of the remaining directors even though less than a quorum of the
Board, or by a sole remaining director. When one or more directors shall resign
from the Board effective at a future date, the directors then in office,
including those who have so resigned, shall have power to fill such vacancy or
vacancies, the vote thereon to take effect when such resignation or resignations
shall become effective. A director elected by the Board to fill any such
directorship shall serve for the balance of the unexpired term and until his
successor shall have been elected and qualified.

Section 2.5.   REMOVAL OF DIRECTORS.

     (a) A director of the Corporation may be removed only for cause by the
shareholders by the affirmative vote of the shareholders entitled to cast at
least a majority of the votes which all shareholders would be entitled to cast
at any annual election of directors. The Board of Directors may be removed at
any time with or without cause by the unanimous vote or consent of shareholders
entitled to vote thereon.

     (b) The Board by the affirmative vote of a majority of the directors in
office may remove a director if he or she be declared of unsound mind by an
order of court, or convicted of felony, or for any other proper cause, or if,
within 60 days after notice of his or her election, he or she does not accept
such office either in writing or by attending a meeting of the Board of
Directors and fulfill such other requirements of qualification as the bylaws may
specify.

Section 2.6.   QUORUM OF DIRECTORS AND COMMITTEES.

     A majority of the directors in office, or of those directors in office
serving on any committee of the Board, shall constitute a quorum for the
transaction of business by the Board or by the committee, respectively. The act
of a majority present and voting at a meeting at which a quorum is present shall
be the act of the Board or of the committee, unless the act of a greater number
is required by law or by the Articles of Incorporation. Less than a quorum may
adjourn.

Section 2.7.   ACTION OF BOARD AND COMMITTEES WITHOUT A MEETING.

     Any action required or permitted to be taken at a meeting of the Board or
any committee of the Board may be taken without a meeting if, prior or
subsequent to such action, all members of the Board or of such committee, as the
case may be, consent thereto in writing and such written consents are filed with
the Secretary of the Corporation.

Section 2.8.   EXECUTIVE COMMITTEE AND OTHER COMMITTEES.

     (a) The Board, by resolution adopted by a majority of the entire Board, may
appoint from among its members an Executive Committee and one or more other
committees, each of which shall have one or more members. The Board may fill any
vacancy in any committee; abolish any committee at its pleasure; and remove any
director from membership on any committee at any time, with or without cause.

     (b) No committee of the Board shall have authority to make, alter or repeal
any bylaw of the Corporation; create or fill vacancies in the Board; submit to
shareholders any action that requires shareholders' approval; act on matters
committed by the bylaws or resolution of the Board to another committee of the
Board; or amend or repeal any resolution theretofore adopted by the Board that
by its terms is amendable or repealable only by the Board.

     (c) Subject to the foregoing, the Executive Committee shall, during the
intervals between meetings of the Board, have and may exercise all of the powers
and authority of the Board, and any other committee of the Board shall have
authority to the extent provided in the resolution adopted by the Board.

     (d) The Executive Committee of the Board shall consist of at least three
directors, including the Chairman of the Board, the Chief Executive Officer if a
director of the Corporation, and such other number of directors as the Board may
appoint.

     (e) Actions taken at a meeting of any committee or by written consent shall
be reported to the Board at its next regular meeting following such committee
meeting.

     (f) The Board may designate one or more directors 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.

Section 2.9.   MEETINGS OF BOARD AND COMMITTEES.

     (a) Regular meetings of the Board shall be held on the fourth Wednesday of
January, April, June, July, September, and October at 8:00 o'clock, local time,
in the morning at the General Offices of the Corporation at Harrisburg,
Pennsylvania, or at such other time, date or place, within or without the
Commonwealth of Pennsylvania, as may be determined from time to time by
resolution of the Board at a duly convened meeting, or by unanimous written
consent of the Board. Upon such action being taken by the Board, no further
notice shall be required for the regular meetings of the Board and any business
that comes before such meetings may be transacted.

     (b) Special meetings of the Board may be called at any time by the Chairman
of the Board, the Chief Executive Officer, or by any three directors, and may be
held at any time, date and place, within or without the Commonwealth of
Pennsylvania, as the notice of meeting shall provide. Notice of each special
meeting shall be given to each director in the manner provided for in these
bylaws.

     (c) Regular meetings of any committee of the Board may be established by
resolution of the Board relating to the authorization of the committee, or by
resolution of the committee itself, and, provided that the meetings are held at
the General Offices of the Corporation at Harrisburg, Pennsylvania or at such
other place, within or without the Commonwealth of Pennsylvania, as may be
designated in the authorizing resolution of the Board or by resolution of the
committee itself, no further notice shall be required for such regular committee
meetings or of any business to come before the committee. Other meetings of any
committee of the Board may be called at any time by the Chairman of Board, the
Chief Executive Officer, the chairman of the committee, any two members of the
committee or as provided in the resolution of the Board relating to the
authorization of the committee, and may be held at any time, date and place as
the notice of meeting shall provide. Notice of each special meeting shall be
given to each member of the committee in the manner provided for in these
bylaws.

     (d) Any or all directors may participate in a meeting of the Board or in a
meeting of a committee of the Board by means of a conference by telephone or any
means of communication by which all persons participating in the meeting are
able to hear each other. Such participation shall constitute presence in person
and a waiver of notice of the meeting by such participating director or
directors except where such director participates 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 2.10.  NOTICE OF BOARD AND COMMITTEE MEETINGS.

     When the giving of notice of any meeting of the Board or of a committee of
the Board is required, the following shall apply:

     (a) the notice shall specify the time, date and place of the meeting, but
need not specify the business to be transacted at, nor the purpose of, the
meeting.

     (b) notice may be given in writing (by mail, courier service, telex, TWX
with answerback received, facsimile transmission, telegraph with messenger
service specified, and the like, postage or other charges prepaid) or orally to
the director in person, by telephone or by means of any other similar
communication equipment.

     (c) notice shall be given to each director or member of a committee at
least 5 days before the date of the meeting when given in writing by first class
mail; at least 48 hours in advance when given by express mail, courier service,
or telegraph; and at least 24 hours in advance when given in person or by
telephone or other similar communication equipment, telex, TWX or facsimile
transmission. When given by mail, telegraph or courier service, notice shall be
deemed to have been given when deposited in the United States mail in a postpaid
envelope addressed to the director or when deposited with a telegraph office or
courier service for delivery to that director or, in the case of telex or TWX,
when dispatched.

     (d) When a meeting is adjourned, notice of the adjourned meeting need not
be given if the time, date and place are fixed at the meeting at which the
adjournment is taken.

     (e) notice of a meeting may be waived in writing by any director before or
after the meeting. Attendance of any director at a meeting, except where such
attendance is 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, shall constitute a waiver of notice by such director.
Neither the business to be transacted at, nor the purpose of, any meeting need
be specified in the waiver of notice of such meeting.

Section 2.11.  COMPENSATION OF DIRECTORS.

     Directors may receive such salary or other compensation for their services
as directors and as members of a committee of the Board, and such fees and
expenses of attendance at meetings of the Board or committee, as the Board by
resolution shall from time to time determine. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity as an officer, agent or otherwise and receiving compensation therefor.

Section 2.12.  INTEREST OF DIRECTORS.

     No contract or other transaction between the Corporation and one or more of
its directors or between the Corporation and any other corporation, firm or
association of any type or kind in which one or more of its directors are
directors or are otherwise interested, shall be void or voidable solely by
reason of such common directorship or interest, or solely because such director
or directors are present at or participate in the meeting of the Board or a
committee thereof which authorizes or approves the contract or transaction, or
solely because his or their votes are counted for such purpose, if (a) the
contract or other transaction is fair as to this Corporation at the time it is
authorized, approved or ratified, or (b) the material facts as to the common
directorship or interest and as to the contract or transaction are disclosed to
or known by the Board or committee and the Board or committee authorizes,
approves or ratifies the contract or transaction by affirmative vote of a
majority of the disinterested directors, even though the disinterested directors
be less than a quorum, or (c) the material facts as to the common directorship
or interest and as to the contract or transaction are disclosed to or known by
the shareholders and they authorize, approve or ratify the contract or
transaction in good faith.

Section 2.13.  STANDARD OF CARE AND JUSTIFIABLE RELIANCE.

     Directors and members of any committee of the Board shall stand in a
fiduciary relationship to the Corporation and shall perform their duties in good
faith, in a manner they reasonably believe to be in the best interests of the
Corporation, and with such care, including reasonable inquiry, skill and
diligence, as a person of ordinary prudence would use under similar
circumstances. In performing their duties, directors and members of any such
committee shall be entitled to rely in good faith on information, opinions,
reports or statements, including financial statements and other financial data,
in each case prepared or presented by any of the following:

     (a) One or more officers or employees of the Corporation whom the directors
or members reasonably believe to be reliable and competent in the matters
presented.

     (b) Counsel, public accountants or other persons as to matters which the
directors or members reasonably believe to be within the professional or expert
competence of such person.

     (c) A committee of the Board upon which they do not serve, duly designated
in accordance with law, as to matters within its designated authority, which
committee the directors or members reasonably believe to merit confidence.

     Directors or members shall not be considered to be acting in good faith if
they have knowledge concerning the matter in question that would cause their
reliance to be unwarranted.

     In discharging the duties of their respective positions, the Board of
Directors, committees of the Board, and individual directors and members may, in
considering the best interests of the Corporation, consider to the extent they
deem appropriate: (1) the effects of any action upon any and all groups affected
by such action, including shareholders, employees, suppliers, customers and
creditors of the Corporation and upon communities in which offices or other
establishments of the Corporation are located; (2) the short-term and long-term
interests of the Corporation, including benefits that may accrue to the
Corporation from its long-term plans and the possibility that these interests
may be best served by the continued independence of the Corporation; (3) the
resources, intent and conduct (past, stated and potential) of any person seeking
to acquire control of the Corporation; and (4) all other pertinent factors. The
consideration of those factors shall not constitute a violation of the standard
of care provided above. The Board of Directors, committees of the Board, and
individual directors and members shall not be required, in considering the best
interests of the Corporation or the effects of any action, to regard any
corporate interest or the interests of any particular group affected by such
action as a dominant or controlling interest or factor.

     Absent breach of fiduciary duty, lack of good faith or self- dealing,
actions taken as a director or member of a committee of the Board or any failure
to take any action shall be presumed to be in the best interest of the
Corporation.

     Nothing in this Section 2.13 shall be deemed to limit the rights accorded
to the Corporation and the Board of Directors under Section 1715 of the
Pennsylvania Business Corporation Law or any successor provision thereto.

Section 2.14.  PRESUMPTION OF ASSENT TO ACTION TAKEN.

     A director who is present at a meeting of the Board or a committee thereof
of which he is a member at which action on any corporate matter is taken shall
be presumed to have concurred in the action taken unless his dissent is entered
in the minutes of the meeting, or he files a written dissent with the secretary
of the meeting before adjournment or transmits a written dissent to the
Secretary of the Corporation immediately after adjournment.


                                   ARTICLE III
                                    OFFICERS

Section  3.1.    ENUMERATION  AND  ELECTION  OR  APPOINTMENT   OF
OFFICERS.

     Unless determined otherwise by the Board (which determination shall include
the failure to elect), the officers of the Corporation shall be a Chairman of
the Board, a Chief Executive Officer and President, a Chief Financial Officer,
one or more corporate Vice Presidents, a Treasurer, a Controller, a Secretary
and such additional officers as the Board may from time to time choose, all of
whom shall be elected by the Board. Any number of offices may be held by the
same person, unless the Articles of Incorporation, these Bylaws or the Business
Corporation Law of the Commonwealth of Pennsylvania otherwise provide. The
election of officers by the Board shall occur at each April meeting of the Board
or at such other date as an individual may be first elected as an officer by the
Board.

     The Chairman of the Board or the Chief Executive Officer and President may
from time to time, within their respective areas of responsibility as prescribed
by the Board, appoint divisional Vice Presidents and such other officers or
assistant officers as may be deemed necessary or advisable, who shall hold
office for such period and perform such duties and exercise such powers as may
be delegated to them by the office that appointed them and to which they report.
Any such appointed officer may be removed at any time, with or without cause, by
the Board or by the officer to whom he/she reports.

Section 3.2.   CHAIRMAN OF THE BOARD.

     The Chairman of the Board shall preside at all meetings of the shareholders
and of the Board. In emergency circumstances where the Chief Executive Officer
and President cannot be reached or in the event of the Chief Executive Officer
and President's incapacity to act, the Chairman of the Board shall perform the
duties of the Chief Executive Officer and President and, when so acting, shall
have all the powers of and be subject to all the restrictions upon the Chief
Executive Officer and President. The Chairman of the Board shall perform such
other duties and have such other powers as the Board may from time to time
prescribe.

Section 3.3.   CHIEF EXECUTIVE OFFICER AND PRESIDENT.

     The Chief Executive Officer and President shall be the chief executive
officer and president of the Corporation and shall have such powers, duties and
responsibilities as the Board may from time to time prescribe. In emergency
circumstances where the Chairman of the Board cannot be reached or in the event
of the Chairman of the Board's incapacity to act, the Chief Executive Officer
and President shall preside at all meetings of the shareholders and of the
Board.

Section 3.4.   CHIEF FINANCIAL OFFICER.

     The Chief Financial Officer shall report to the Chief Executive Officer and
President and shall have such powers, duties and responsibilities as shall from
time to time be prescribed by the Board or delegated to him/her by the Chief
Executive Officer and President.

Section 3.5.   EXECUTIVE VICE PRESIDENTS.

     The Executive Vice Presidents, if any are elected, shall report to either
the Chairman of the Board or the Chief Executive Officer and President, as
designated by the Board, and shall have such powers, duties and responsibilities
as shall from time to time be prescribed by the Board or delegated to them by
the officer to whom each of them reports.

Section 3.6.   SENIOR VICE PRESIDENTS.

     The Senior Vice Presidents, if any are elected, shall report to the
Chairman of the Board, the Chief Executive Officer and President or an Executive
Vice President, as designated by the Board, and shall have such powers, duties
and responsibilities as shall from time to time be prescribed by the Board or
delegated to them by the officer to whom each of them reports.

Section 3.7.   CORPORATE VICE PRESIDENTS.

     The Corporate Vice Presidents shall report to the Chairman of the Board,
the Chief Executive Officer and President, an Executive Vice President or a
Senior Vice President, as designated by the Board, and shall have such powers,
duties and responsibilities as shall from time to time be prescribed by the
Board or delegated to them by the officer to whom each of them reports.

Section 3.8.   TREASURER.

     The Treasurer shall report to the Chief Financial Officer and shall have
such powers, duties and responsibilities as may from time to time be prescribed
by the Board or delegated to him/her by the Chief Executive Officer and
President or the Chief Financial Officer.

Section 3.9.   CONTROLLER.

     The Controller shall report to the Chief Financial Officer and shall have
such powers, duties and responsibilities as may from time to time be prescribed
by the Board or delegated to him/her by the Chief Executive Officer and
President or the Chief Financial Officer.

Section 3.10.  SECRETARY.

     The Secretary shall report to the Chairman of the Board and shall have such
powers, duties and responsibilities as may from time to time be prescribed by
the Board or delegated to him/her by the Chairman of the Board.


Section 3.11.  COMPENSATION.

     The salaries of the Chairman of the Board and the Chief Executive Officer
and President shall be determined by the Board based on recommendations made by
the Compensation and Management Development Committee (the "Committee") of the
Board. These officers in turn shall formulate the salary plan for the other
officers of the Corporation elected by the Board, with the review and oversight
of the Committee.

Section 3.12.  TERM, REMOVAL, VACANCIES.

     The elected officers of the Corporation shall hold office for a term of one
year and until their successors shall have been elected and qualified, or
otherwise until their death, resignation, or removal. Any elected officer may
resign at any time by giving written notice of such resignation to the Board or
to the officer to whom they report. Unless otherwise specified in such written
notice, the resignation shall take effect upon receipt and shall not require
acceptance in order to be effective. Any officer elected by the Board may be
removed at any time, with or without cause, by the affirmative vote of a
majority of the Board. The Board may permit any office of the Corporation to
remain unfilled, except as otherwise required by law, or the Board may fill any
vacancy in such office.

Section 3.13.  STANDARD OF CARE.

     An officer of this Corporation shall not be liable by reason of having held
such position in the Corporation if the officer performs his or her duties as an
officer in good faith, in a manner such person reasonably believes to be in the
best interests of the Corporation and with such care, including reasonable
inquiry, skill and diligence, as a person of ordinary prudence would use under
similar circumstances.

                                   ARTICLE IV
                                 INDEMNIFICATION

Section 4.1.   DIRECTORS' AND OFFICERS' RIGHT TO INDEMNIFICATION.

     The Corporation, to the extent permitted by applicable law and the
provisions of this Article, shall indemnify any person who is, was or becomes a
director or officer of the Corporation and who is, was or becomes a party or is
threatened to be made a party to any threatened, pending or completed
investigation, claim, action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action, suit or proceeding by or
in the right of the Corporation to procure a judgment in its favor) and whether
formal or informal, and any appeal therein in which such person may be involved
(a "Proceeding") by reason of the fact that such person is or was a director,
officer, employee or agent ( a "Representative") of the Corporation, or a
constituent corporation absorbed in a consolidation or merger ("Constituent
Corporation"), or is or was serving at the request of the Corporation or a
Constituent Corporation as a Representative of another corporation, partnership,
joint venture, trust or other enterprise (including without limitation, any
employee benefit plan) (such other corporation, partnership, joint venture,
trust, or other enterprise or employee benefit plan hereafter being referred to
as a "Covered Entity"), against all expenses (including attorneys' fees and
disbursements), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such Proceeding. Any right
of a director or officer to indemnification shall be a contract right.

Section 4.2.   DERIVATIVE PROCEEDINGS

     The Corporation, to the extent permitted by applicable law and the
provisions of this Article, shall indemnify any person who is, was or becomes a
director or officer of the Corporation and may indemnify any person (other than
a director or officer of the Corporation) who is, was or becomes an employee or
agent of the Corporation, when such director, officer, employee or agent is, was
or becomes a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding by or in the right of the
Corporation to procure a judgment in its favor (a "Derivative Proceeding") by
reason of the fact that such person is or was a Representative of the
Corporation or a Constituent Corporation, or is or was serving at the request of
the Corporation or a Constituent Corporation as a Representative of a Covered
Entity, against all expenses (including attorneys' fees and disbursements)
actually and reasonably incurred by such person in connection with the defense
or settlement of such Derivative Proceeding.

     Indemnification shall not be made in a Derivative Proceeding in which the
person has been adjudged to be liable to the Corporation unless and only to the
extent that a court of competent jurisdiction determines upon application that
the person is fairly and reasonably entitled to indemnity for the expenses that
such court deems proper.

Section 4.3.   INDEMNIFICATION OF EMPLOYEES AND AGENTS.

     Notwithstanding any other provision or provisions of this Article, the
Corporation, to the extent permitted by applicable law, may indemnify any
person, other than a director or officer of the Corporation, who is, was or
becomes an employee or agent of the Corporation and who is, was or becomes a
party or is threatened to be made a party to any threatened, pending or
completed Proceeding by reason of the fact that such person is or was a
Representative of the Corporation or a Constituent Corporation, or is or was
serving at the request of the Corporation or a Constituent Corporation as a
Representative of a Covered Entity, against all expenses (including attorneys'
fees and disbursements), judgments, fines, and amounts paid in settlement
actually and reasonably incurred by such person in connection with such
Proceeding.

Section 4.4.   SCOPE OF COVERAGE.

     The entitlement to indemnification provided in this Article shall not be
exclusive of any other rights to which an Indemnitee may otherwise be entitled,
and the provisions of this Article shall inure to the benefit of the heirs and
legal representatives of any Indemnitee (as hereinafter defined in Section 4.13
of this Article) under this Article and shall be applicable to Proceedings and
Derivative Proceedings commenced or continuing after the adoption of this
Article, whether arising from acts or omissions occurring before or after such
adoption.

     Notwithstanding any other provision or provisions of this Article, to the
extent that a Representative of the Corporation or a Constituent Corporation, or
a Representative who is or was serving at the request of the Corporation or a
Constituent Corporation as a Representative of a Covered Entity, has been
successful on the merits or otherwise in defense of any Proceeding or Derivative
Proceeding or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees and
disbursements) actually and reasonably incurred by said person in connection
therewith.

Section 4.5.   INSURANCE, CONTRACTS AND SUPPLEMENTARY COVERAGE.

     The Board of Directors or its duly authorized committee shall have the
power to (a) authorize the Corporation to purchase and maintain, at the
Corporation's expense, insurance on behalf of the Corporation, its subsidiaries
and affiliates (the "Corporate Entities") and any person who is or was a
Representative of the Corporation or a Constituent Corporation, or is or was
serving at the request of the Corporation or a Constituent Corporation as a
Representative of a Covered Entity, against any liability asserted against such
person or incurred by such person in any such capacity, or arising out of said
person's status as such, whether or not the Corporation would have the power to
indemnify such person against that liability under the provisions of applicable
law, (b) enter into contracts with any Representative of the Corporate Entities
or a Constituent Corporation, and any person serving as a Representative of a
Covered Entity at the request of the Corporation or a Constituent Corporation,
in furtherance of the provisions of this Article, and (c) give other
indemnification to the extent not prohibited by applicable law.

Section 4.6.   PROCEDURE FOR OBTAINING INDEMNIFICATION.

     4.6.1 To obtain indemnification under this Article, an Indemnitee shall
submit to the General Legal Counsel of the Corporation a written request,
including such documentation or information as is reasonably available to the
Indemnitee or reasonably necessary to determine whether and to what extent the
Indemnitee is entitled to indemnification (the "Supporting Documentation"). The
determination of the Indemnitee's entitlement to indemnification shall be made
not later than 60 days after receipt by the Corporation of the written request
for indemnification together with the Supporting Documentation. The Secretary of
the Corporation shall, promptly upon receipt of notice from the General Legal
Counsel of such a request for indemnification, advise the Board of Directors or
its duly authorized committee in writing that the Indemnitee has requested
indemnification.

     4.6.2 The Indemnitee's entitlement to indemnification under this Article
shall be determined in one of the following ways: (i) by a majority vote of the
Disinterested Directors (as hereinafter defined in Section 4.13 of this
Article), if they constitute a quorum of the Board of Directors; (ii) by a
written opinion of Independent Counsel (as hereinafter defined in Section 4.13
of this Article) if a quorum of the Board of Directors consisting of
Disinterested Directors is not obtainable or, even if obtainable, a majority of
such Disinterested Directors so directs; or (iii) by the shareholders of the
Corporation (but only if a majority of the Disinterested Directors, if they
constitute a quorum of the Board of Directors, presents the issue of entitlement
to indemnification to the shareholders for their determination).

     4.6.3 In the event the determination of entitlement to indemnification is
to be made by Independent Counsel pursuant to Section 4.6.2 of this Article, a
majority of such Disinterested Directors or, if the Disinterested Directors do
not constitute a quorum of the Board of Directors, a majority of the Board of
Directors shall select the Independent Counsel, but only an Independent Counsel
to which the Indemnitee does not reasonably object; provided, however, that if a
Change in Control (as hereinafter defined in Section 4.13 of this Article) shall
have occurred, the Indemnitee shall select such Independent Counsel to which a
majority of the Disinterested Directors or, if the Disinterested Directors do
not constitute a quorum of the Board of Directors, a majority of the Board of
Directors does not reasonably object.

Section 4.7.   ADVANCEMENT OF EXPENSES.

     All reasonable expenses (including attorneys' fees and disbursements)
incurred by or on behalf of an Indemnitee in connection with any Proceeding or
Derivative Proceeding shall be advanced to the Indemnitee by the Corporation
within 20 days after the receipt by the Corporation of a written statement or
statements from the Indemnitee requesting such advance or advances from time to
time prior to final disposition of such Proceeding or Derivative Proceeding.
Such statement or statements shall reasonably identify, describe and document
the legal expenses actually and reasonably incurred by the Indemnitee and, if
required by law at the time of such advance, shall include or be accompanied by
an undertaking by or on behalf of the Indemnitee to repay the amount advanced if
ultimately it should be determined that the Indemnitee is not entitled to be
indemnified against such expenses. Such expenses incurred by Indemnitee may be
paid as provided above upon such terms and conditions, if any, as the Board of
Directors or its duly authorized committee shall determine to be appropriate.

Section 4.8.   LIMITATIONS ON INDEMNIFICATION.

     Notwithstanding any other provision of this Article, an Indemnitee shall
not be entitled to indemnification or to the advancement of expenses under this
Article if and to the extent (a) the Indemnitee did not act in good faith and in
a manner the Indemnitee reasonably believed to be in, or not opposed to, the
best interests of the Corporation and, with respect to any criminal proceeding,
had reasonable cause to believe his or her conduct was unlawful, or (b) the
Corporation, pursuant to Section 4.5(b) of this Article or otherwise, enters
into a contract with Indemnitee which establishes reasonable limitations or
conditions on the indemnification of or advancement of expenses to Indemnitee
and such limitations or conditions preclude indemnification or advancement of
expenses under the circumstances at hand, or (c) payment to the Indemnitee under
the indemnification or advancement of expenses would result in double payment to
the Indemnitee, or (d) a court having jurisdiction in the matter shall, by final
decision, determine that such indemnification or advancement of expenses is
unlawful.

Section 4.9.   EFFECT OF CERTAIN PROCEEDINGS.

     The termination of any Proceeding described in Sections 4.1 and 4.3 of this
Article or of any claim, issue or matter therein, by judgment, order, settlement
or conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, adversely affect the right of the Indemnitee to indemnification or
create a presumption that the Indemnitee did not act in good faith and in a
manner which the Indemnitee reasonably believed to be in or not opposed to the
best interests of the Corporation or, with respect to a criminal proceeding,
that the Indemnitee had reasonable cause to believe that such conduct was
unlawful.

Section 4.10.  PAYMENT OF INDEMNIFICATION.

     If a determination shall have been made pursuant to Section 4.6 of this
Article that the Indemnitee is entitled to indemnification, the Corporation
shall be obligated to pay the amounts constituting such indemnification within 5
days after such determination has been made and shall be conclusively bound by
such determination unless (i) the Indemnitee misrepresented or failed to
disclose a material fact in making the request for indemnification or in the
Supporting Documentation, or (ii) such indemnification is prohibited by law.

Section 4.11.  ENFORCEMENT OF RIGHTS BY INDEMNITEE.

     In the event that the Indemnitee seeks to enforce any rights of mandatory
indemnification that may be available to the Indemnitee under applicable law, or
to enforce rights under or to recover damages for breach of this Article, the
Indemnitee shall be entitled to recover from the Corporation, and shall be
indemnified by the Corporation against, any expenses actually and reasonably
incurred by the Indemnitee if the Indemnitee prevails in any such proceeding. If
it shall be determined that the Indemnitee is entitled to receive part but not
all of the indemnification or advancement of expenses sought, the expenses
incurred by the Indemnitee in connection with enforcing rights under this
Article or under applicable law shall be prorated accordingly.

Section 4.12.  EFFECT OF PARTIAL INVALIDITY.

     If any provision of this Article shall be held to be invalid, illegal or
unenforceable for any reason whatsoever, (1) such provision shall be invalid,
illegal or unenforceable only to the extent of such prohibition and the
validity, legality and enforceability of the remaining provisions of this
Article shall not in any way be affected or impaired thereby, and (2) to the
fullest extent possible, the remaining provisions of this Article shall be
construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.

Section 4.13.  DEFINITIONS.

     For purposes of this Article IV:

     (i)  "Change in Control" means:

     (a) the acquisition of beneficial ownership (other than from the
Corporation) by any person, entity or "group" within the meaning of Section
13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934 (the
"Exchange Act"), excluding, for this purpose, the Corporation or its
subsidiaries, or any employee benefit plan of the Corporation or its
subsidiaries that acquires beneficial ownership of voting securities of the
Corporation (within the meaning of Rule 13d-3 promulgated under the Exchange
Act), of 30% or more of either the then outstanding shares of common stock or
the combined voting power of the Corporation's then outstanding voting
securities entitled to vote generally in the election of directors; or

     (b) a change in the persons constituting the Board of Directors as it
existed in the immediately preceding calendar year (the "Incumbent Board") such
that the directors of the Incumbent Board no longer constitute a majority of the
Board of Directors; provided that any person becoming a director in a subsequent
year whose election, or nomination for election, by the Corporation's
shareholders was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors of the
Corporation, as such terms are used in Rule 14a- 11 of Regulation 14A
promulgated under the Exchange Act) shall be, for purposes of the Plan,
considered as though such person were a member of the Incumbent Board; or

     (c) approval by the shareholders of the Corporation of a reorganization,
merger or consolidation, in each case with respect to which persons who were the
shareholders of the Corporation immediately prior to such reorganization, merger
or consolidation do not, immediately thereafter, own more than 50% of the
combined voting power entitled to vote generally in the election of the
reorganized, merger or consolidated corporation's then outstanding voting
securities; or

     (d) a liquidation or dissolution of the Corporation or the sale of all or
substantially all of the assets of the Corporation.

          (ii) "Disinterested Director" means a director of the Corporation who
is not or was not a party to, or otherwise involved in, the Proceeding or
Derivative Proceeding in respect of which indemnification is sought by the
Indemnitee.

          (iii) "Indemnitee" means any director or officer of the Corporation
entitled to indemnification as provided in Section 4.1 of this Article and any
employee or agent of the Corporation who may become entitled to indemnification
as provided in Section 4.3.

          (iv) "Independent Counsel" means a law firm, or member of a law firm,
that is experienced in matters of corporation law and neither presently is, nor
in the past 5 years has been, retained to represent: (A) the Corporation or the
Indemnitee in any matter material to either such party, or (B) any other party
to the Proceeding or Derivative Proceeding giving rise to a claim for
indemnification under this Article. Notwithstanding the foregoing, the term
"Independent Counsel" shall not include any person who, under the applicable
standards of professional conduct then prevailing under the law of the
Commonwealth of Pennsylvania, would have a conflict of interest in representing
either the Corporation or the Indemnitee in an action to determine the
Indemnitee's rights under this Article.

                                    ARTICLE V
                    SHARE CERTIFICATES, TRANSFER, LOSS, ETC.

Section 5.1.   CERTIFICATES.

     (a) Except as otherwise permitted by the Pennsylvania Business Corporation
Law, no share certificate shall be issued for any share until such share is
fully paid. The shares of the Corporation shall be represented either by book
entries under the Direct Registration System or by certificates signed by, or in
the name of the Corporation by, the Chairman of the Board, the Chief Executive
Officer or a Vice President, and by the Treasurer or the Secretary of the
Corporation, which certificates may be sealed with the seal of the Corporation
or a facsimile thereof. If the certificate is countersigned by a transfer agent
or registrar, who is not an officer or employee of the Corporation, any and all
other signatures may be facsimiles. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of its issue.

     (b) Each certificate shall state upon the face thereof (i) that the
Corporation is organized under the laws of Pennsylvania; (ii) the name of the
person to whom issued; and (iii) the number and class of shares, and the
designation of the series, if any, which such certificate represents.

Section 5.2.   TRANSFER OF SHARES.

     Shares of the Corporation shall be transferable in accordance with the
provisions of Chapter 8 of the Uniform Commercial Code as adopted in
Pennsylvania (13 Pa. C.S.A. 8101 et seq.) as amended from time to time, except
as otherwise provided in the Pennsylvania Business Corporation Law.

Section 5.3.   LOSS OR DESTRUCTION OF CERTIFICATES.

     (a) Where a certificate for shares has been lost, actually or apparently
destroyed, or wrongfully taken and the owner thereof fails to so notify the
Corporation or the transfer agent within a reasonable time after he has notice
of that fact and the transfer agent or the Corporation registers a transfer of
the shares before receiving such a notification, the owner shall be precluded
from asserting against the Corporation any claim for registering the transfer of
such shares or any claim to a new certificate.

     (b) Subject to the foregoing, where the owner of shares claims that the
certificate representing such shares has been lost, actually or apparently
destroyed or wrongfully taken, the Corporation shall issue a new certificate in
place of the original certificate if the registered owner thereof, or his legal
representative, requests the issue of a new certificate before the Corporation
has notice that the certificate has been acquired by a bona fide purchaser;
makes proof in affidavit form, satisfactory to the Secretary of the Corporation
and to its transfer agent, of his ownership of the shares represented by the
certificate and that the certificate has been lost, actually or apparently
destroyed or wrongfully taken; files an indemnity bond for an open or
unspecified amount or if authorized in a specific case by the Corporation, for
such fixed amount as the Chairman of the Board, the Chief Executive Officer or
the Secretary of the Corporation may specify, in such form and with such surety
as may be approved by the transfer agent and the Secretary of the Corporation,
indemnifying the Corporation and the transfer agent and registrar of the
Corporation against all loss, cost and damage which may arise from issuance of a
new certificate in place of the original certificate; and satisfies any other
reasonable requirements imposed by the Corporation or transfer agent. In case of
the surrender of the original certificate, in lieu of which a new certificate
has been issued, or the surrender of such new certificate, for cancellation, the
bond of indemnity given as a condition of the issuance of such new certificate
may be surrendered.

Section 5.4.   HOLDERS OF RECORD.

     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 and holder in fact thereof and accordingly 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, whether or not it has actual or other notice
thereof, save as expressly provided by the laws of the Commonwealth of
Pennsylvania.

                                   ARTICLE VI
                          CORPORATE FUNDS AND CONTRACTS

Section 6.1.   DEPOSIT AND WITHDRAWAL OF CORPORATE FUNDS.

     The Board by resolution, or one or more officers or employees of the
Corporation authorized by a resolution of the Board, may from time to time
designate a bank or banks in which the funds of the Corporation shall be
deposited and designate the person or persons authorized to withdraw in the name
of the Corporation the funds so deposited.

Section 6.2.   CONTRACTS.

     All contracts, deeds and other instruments required to be made or executed
for or on behalf of the Corporation shall be executed in the name of the
Corporation by the Chairman of the Board, the Chief Executive Officer and
President, or such other person or persons as may be authorized from time to
time by the Chairman of the Board or the Chief Executive Officer and President
within their respective areas of responsibility as prescribed by the Board, or
by resolution of the Board.

                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

Section 7.1.   CORPORATE SEAL.

     The Corporate Seal shall be circular in form and shall contain the name of
the Corporation and the word "PENNSYLVANIA". The seal or a facsimile thereof may
be impressed, printed, affixed, reproduced or other use made thereof by the
Secretary or Assistant Secretary or any other officer authorized by the Board.


Section 7.2.   DELEGATION OF AUTHORITY TO COMMITTEES.

     Any provision of these bylaws granting authority to the Board shall not be
construed as indicating that such authority may not be delegated by the Board to
a committee to the extent authorized by the Pennsylvania Business Corporation
Law, or any successor statute thereto, and these bylaws.


Section 7.3.   FISCAL YEAR.

     The fiscal year of the Corporation shall begin on the first day of January
and end on the thirty-first day of December of each year.


                                  ARTICLE VIII
                  ELIMINATION OF DIRECTORS' MONETARY LIABILITY

     A director of this Corporation shall not be personally liable for monetary
damages as such for any action taken, or any failure to take any action, unless:

     (a) the director has breached or failed to perform the duties of his or her
office under Subchapter B of Chapter 17 of the Pennsylvania Business Corporation
Law in good faith, in a manner he or she reasonably believes to be in the best
interests of the Corporation, and with such care, including reasonable inquiry,
skill and diligence, as a person of ordinary prudence would use under similar
circumstances; and

     (b) the breach or failure to perform constitutes self- dealing, willful
misconduct or recklessness. Provided, however, that this bylaw shall not apply
to:

          (i) the responsibility or liability of a director pursuant to any
criminal statute; or

          (ii) the liability of a director for the payment of taxes pursuant to
local, state or federal law.

                                   ARTICLE IX
                                   AMENDMENTS
Section 9.1.   AMENDMENTS.

     Any one or more of the foregoing bylaws and, except as herein otherwise
provided, any other bylaws made by the Board or by shareholders may be altered
or repealed by the Board. The shareholders or the Board may adopt new bylaws
except that the Board may not adopt, alter or repeal bylaws that the
Pennsylvania Business Corporation law, or any successor statute thereto,
specifies may be adopted only by shareholders, and the Board may not alter or
repeal any bylaw adopted by shareholders which prescribes that such bylaw shall
not be altered or repealed by the Board.