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                                                                     Exhibit 3.2


                                   B Y L A W S
                                       OF
                                 RENT-WAY, INC.
                          (a Pennsylvania Corporation)

                                    ARTICLE I

                             Offices and Fiscal Year

         Section 1.01. Registered Office. The registered office of the
corporation in Pennsylvania shall be at 14 West Tenth Street, Erie, Pennsylvania
16501, until otherwise established by an amendment of the articles or 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 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 October 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 of these bylaws, it may be given to the person either personally or by
sending a copy thereof by first class or express mail, postage prepaid, or by
telegram (with messenger service specified), telex or TWX (with answerback
received) or courier services, charges prepaid, or by telecopier, to the address
(or to the telex, TWX, telecopier or telephone number) of the person appearing
on the books of the corporation or, 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, 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.


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         Section 2.02. Notice of meetings of board of directors. Notice of a
regular meeting of the board of directors need not be given. Written 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 ten (10) days prior to the day
named for the meeting. 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.

         (a) Written waiver. Whenever any written notice is required to be given
under the provisions of the Business Corporation Law, the article 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, 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.



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         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 notices and other communications to the shareholder in
the same manner as to other shareholders.

         Section 2.07. Use of conference telephone and similar equipment. The
board of directors may provide by resolution with respect to a specified 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.

                                   ARTICLE III

                            Meetings of 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 a
meeting.

         Section 3.02. Annual Meeting. The board of directors may fix the date
and time of the annual meeting of the shareholders, but if no such date and time
is fixed by the board, the meeting for any calendar year shall be held on the
third Monday of January in such year, if not a


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legal holiday under the laws of Pennsylvania, and, if a legal holiday, then on
the next succeeding business day, not a Saturday, at 9:00 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 resolution of the board of directors, which may fix
the date, time or place of the meeting, 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 adoption of the resolution of the board calling 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 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


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the adjourned meeting shall nevertheless constitute a quorum for the purpose of
acting upon the matter.

         Section 3.05. Action by shareholders.

         (a) General rule. Except as otherwise provided in the Business
Corporation Law or 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.

         (b) Interested shareholders. Any merger or other transaction authorized
under the Business Corporation Law between the corporation or a subsidiary
thereof and a shareholder of this corporation, or any voluntary liquidation
authorized under the Business Corporation Law in which a shareholder is treated
differently from other shareholders of the same class (other than any dissenting
shareholders), shall require the affirmative vote of the shareholders entitled
to cast at least a majority of the votes that all shareholders other than the
interested shareholder are entitled to cast with respect to the transaction,
without counting the vote of the interested shareholder. For the purposes of the
preceding sentence, interested shareholder shall include the shareholder who is
a part to the transaction or who is treated differently from other shareholders
and any person, or group of persons, that is acting jointly or in concert with
the interested shareholder and any person who, directly or indirectly, controls,
is controlled by or is under common control with the interested shareholder. An
interested shareholder shall not include any person who, in good faith and not
for the purpose of circumventing this subsection, is an agent, bank, broker,
nominee or trustee for one or more other persons, to the extent that the other
person or persons are not interested shareholders.

         (c) Exceptions. Subsection (b) shall not apply to a transaction:

                  (1) that has been approved by a majority vote of the board of
         directors without counting the vote of directors who:

                           (i) are directors or officers of, or have a material
                  equity interest in, the interested shareholder; or

                           (ii) were nominated for election as a director by the
                  interested shareholder, and first elected as a director,
                  within 24 months of the date of the vote on the proposed
                  transaction; or

                  (2) in which the consideration to be received by the
         shareholders for shares of any class of which shares are owned by the
         interested shareholder is not

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         less than the highest amount paid by the interested shareholder in
         acquiring shares of the same class.

         (d) Additional approvals. The approvals required by subsection (b)
shall be in addition to, and not in lieu of, any other approval required by the
Business Corporation Law, the articles of these bylaws, or otherwise.

         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 vice presidents in their order of rank and seniority, or a
person chosen by vote of the shareholders present, shall act as chairman of the
meeting. The secretary, or, in the absence of the secretary, an assistant
secretary, or in the absence of both the secretary and assistant secretaries, a
person appointed by the chairman of the meeting, 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 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 shares, the voting of the shares shall be divided equally
         among those persons.

         (b) Minimum requirements. Every proxy shall be executed in writing by
the 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


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

         Section 3.09. Voting by fiduciaries and pledges. Shares of the
corporation 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. A shareholder whose shares are pledged
shall be entitled to vote the shares until the shares have been transferred into
the name of the pledges, 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 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


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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 not be 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 a record date is not fixed. If a record date is
not fixed:

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

                  (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
shareholders 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.


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         Section 3.13. Voting lists.

         (a) General rule. The officer or agent having charge of the transfer
records for shares of the corporation shall make a complete list of the
shareholders entitled to vote at any meeting of the 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 transfer records, or a duplicate thereof kept in this
Commonwealth, shall be prima facie evidence as to who are the shareholders
entitled to examine the list or transfer records 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 may be filled by appointment made by the
board of directors in advance of the convening of the meeting or at the meeting
by the presiding officer thereof.

         (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 a 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.



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         (d) Report. On request of the presiding officer of the meeting, 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. Consent of shareholders in lieu of meeting. Any action
required or permitted to be taken at a meeting of the shareholders or of a class
of shareholders may be taken without a meeting only upon the unanimous written
consent of all shareholders who would have been entitled to vote thereon at a
meeting of shareholders called to consider the matter.

         Section 3.16. Minors as security holders. The corporation may treat a
minor who 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 or obligations, the
treasurer or paying officer or agent has received written notice that the holder
is a minor.

                                   ARTICLE IV

                               Board of Directors

         Section 4.01. Powers; personal liability.

         (a) General rule. Unless otherwise provided by statute, 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) Standard of care; justifiable reliance. A director shall stand in a
fiduciary relation to the corporation and shall perform his or her duties as a
director, including duties as a member of any committee of the board upon which
the director may serve, in good faith, in a manner the director reasonably
believes to be in the best interests of the corporation and with such care,
including reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances. In performing his or her duties,
a director shall be entitled to rely in good faith on information, opinions,
reports or statements, including financial statements and other financial data,
in each case prepared or presented by any of the following:

                  (1) One or more officers or employees of the corporation whom
         the director reasonably believes to be reliable and competent in the
         matters presented.


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                  (2) Counsel, public accountants or other persons as to matters
         which the director reasonably believes to be within the professional or
         expert competence of such person.

                  (3) A committee of the board upon which the director does not
         serve, duly designated in accordance with law, as to matters within its
         designated authority, which committee the director reasonably believes
         to merit confidence.

A director shall not be considered to be acting in good faith if the director
has knowledge concerning the matter in question that would cause his or her
reliance to be unwarranted.

         (c) Consideration of factors. In discharging the duties of their
respective positions, the board of directors, committees of the board and
individual directors may have, in considering the best interests of the
corporation, consider the effects of any action upon employees, upon suppliers
and customers of the corporation and upon communities in which offices or other
establishments of the corporation are located, and all other pertinent factors.
The consideration of those factors shall not constitute a violation of
subsection (b).

         (d) Presumption. Absent breach of fiduciary duty, lack of good faith or
self- dealing, actions taken as a director or any failure to take any action
shall be presumed to be in the best interests of the corporation.

         (e) Personal liability of directors.

                  (1) A director shall not be personally liable, as such, for
         monetary damages 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 this section; and

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

                  (2) The provisions of paragraph (1) 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 legal, State or Federal law.

         (f) 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


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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 this commonwealth or a
shareholder of the corporation.

         (b) Election of directors. Except as otherwise provided in these
bylaws, directors of the corporation shall be elected by ballot, except upon
demand made by a shareholder entitled to vote at the election and before the
voting begins. The candidates receiving the highest number of votes from each
class or group of classes, if any, entitled to elect directors separately up to
the number of directors to be elected by the class or group of classes shall be
elected. If at any meeting of shareholders, directors of more than one class are
to be elected, each class of directors shall be elected in a separate election.

         Section 4.03. Number and term of office.

         (a) Number. The board of directors shall consist of such number of
directors, not more than nine(9), as may be determined from time to time by
resolution of the board of directors.

         (b) Term of office. Each director shall hold office until the
expiration of the term for which he or she was selected and until a successor
has been selected and qualified or until his 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 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.

         (d) Classified board of directors. Commencing from the date of the
Special Meeting adopting these Bylaws, the directors shall be classified into
three classes in respect of the time for which they shall severally hold office
as follows:



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                  (1) Each class shall be as nearly equal in number as possible.

                  (2) The term of office of at least one class shall expire in
         each year.

                  (3) The members of each class shall be elected for a period of
         three years.

         Section 4.04. Vacancies.

         (a) General Rule. 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.

         (b) Action by resigned directors. When one or more directors resign
from the board effective at a future date, the directors then in office,
including those who have so resigned, shall have power by the applicable vote to
fill the vacancies, the vote thereon to take effect when the resignations become
effective.

         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 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. The repeal of a provision of the
articles or these bylaws prohibiting, or the addition of a provision to the
articles or bylaws permitting, the removal by the shareholders of the board, a
class of the board or a director without assigning any cause shall not apply to
any incumbent director during the balance of the term for which he was selected.

         (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 Pennsylvania as the board of directors
may from time to time appoint or as may be designated in the notice of the
meeting.


<PAGE>   14
                                     - 14 -




         Section 4.07. Organization of meetings. At every meeting of the board
of directors, the chairman of the board, if there be one, or, in the case of a
vacancy in the office or absence of the chairman of the board, one of the
following officers present in the order stated: the vice chairman of the board,
if there be one, the president, the vice presidents in their order of rank and
seniority, or a person chosen by a majority of the directors present, shall act
as chairman of the meeting. The secretary, or, in the absence of the secretary,
an assistant secretary, or in the absence of the secretary and the assistant
secretaries, any person appointed by the chairman of the meeting, shall act as
secretary.

         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. 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 4.10. Quorum of and action of 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 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 one or more
committees to consist of one or more directors of the corporation. Any
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all of the powers and authority of the board of
directors except that a committee shall not have any power or authority as to
the following:

                  (1) The submission to shareholders of any action requiring
         approval of shareholders under the Business Corporation Law.

                  (2) The creation or filling of vacancies in the board of
         directors.


<PAGE>   15
                                     - 15 -




                  (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 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 he or
they constitute a quorum, may unanimously appoint another director to act at the
meeting in the place or the absent or disqualified member.

         (c) Term. Each committee of the board shall serve at the pleasure of
the board.

         (d) Committee procedures. The term "board of directors" or "board,"
when used in 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.

         Section 4.13. Nomination of directors.

         (a) Notice required. Nominations for election of directors may be made
by any shareholder entitled to vote for the election of directors if written
notice (the "Notice") of the 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 not less than 14 days nor more
than 50 days prior to any meeting of the shareholders called for the election of
directors; except that if less than 21 days' notice of the meeting is given to
shareholders, the Notice shall be delivered to the secretary of the corporation
not later than the earlier of the seventh day following the day on which notice
of the meeting was first mailed to shareholders or the fourth day prior to the
meeting. In lieu of delivery to the secretary of the corporation, the Notice may
be mailed to


<PAGE>   16
                                     - 16 -



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.

         (b) Contents of notice. The Notice shall be in writing and shall
contain or be accompanied by:

                  (1) the name and residence of the nominating shareholder;

                  (2) a representation that the shareholder is a holder of
         record of the corporation's voting stock and intends to appear in
         person or by proxy at the meeting to nominate the person or persons
         specified in the Notice;

                  (3) 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;

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

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

         (c) Determination of compliance. Unless a judge or judges of election
shall have been appointed pursuant to these by-laws, 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 procedures of
this section and, in such event, the nomination shall be disregarded. Any
decision by the chairman of the meeting shall be conclusive and binding upon all
shareholders of the corporation for any purpose.

         (d) Exception. The procedures of this section shall not apply to
nominations with respect to which proxies shall have been solicited pursuant to
a proxy statement filed pursuant to Regulation 14A of the rules and regulations
adopted by the Securities and Exchange Commission under the Securities Exchange
Act of 1934, or pursuant to any successor act or regulation.


<PAGE>   17
                                     - 17 -


                                    ARTICLE V

                                    Officers

         Section 5.01. Officers Generally.

         (a) Number, qualifications and designation. The officers of the
corporation shall be a president, one or more 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. The board of directors shall elect from among the members
of the board a chairman of the board and a vice chairman of the board who shall
be officers of the corporation. Any number of offices may be held by the same
person.

         (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.

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

         (d) Standard of care. Except as otherwise provided in the articles, an
officer shall perform his or her duties as an officer in good faith, in a manner
he or she reasonably believes to be in the best interests of the corporation and
which such care, including reasonable inquiry, skill and diligence, as a person
of ordinary prudence would use under similar circumstances. A person who so
performs his or her duties shall not be liable by reason of having been an
officer of the corporation.

         Section 5.02. Election and terms 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.

         Section 5.03. Subordinate officers, committees 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


<PAGE>   18
                                     - 18 -



other agents, or committees thereof and to prescribe the authority and duties of
such subordinate officers, committees, thereof and to prescribe the authority
and duties of such subordinate officers, committees, employees or other agents.

         Section 5.04. Removal of officers and agents. Any officer or agent of
the 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 the
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.

         Section 5.05. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled by
the board of directors or by 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 of 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 and vice chairman of the board. The chairman
of the board or in the absence of the chairman, the vice chairman of the board,
shall preside at all meetings of the shareholders and of the board of directors
and shall perform such other duties as may from time to time be requested by the
board of directors.

         Section 5.08. The president. The president 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 president shall sign, execute, and acknowledge in the name of
the corporation, deeds, mortgages, bonds, contracts or other instruments
authorized by the board of directors, except in cases where the signing and
execution thereof shall be expressly delegated by the board of directors, or by
these bylaws, to some other officer or agent of the corporation; and, in
general, shall perform all duties incident to the office of president and such
other duties as from time to time may be assigned by 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 from time to time may be assigned to them by the board of directors or
the president.



<PAGE>   19
                                     - 19 -



         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
a director of the corporation.

                                   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 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 transfer records 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 transfer records 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


<PAGE>   20
                                     - 20 -


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 office 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 provisions
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
transfer records of the corporation upon surrender of the certificates therefor,
endorsed by the person named in the certificates or by an 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 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


<PAGE>   21
                                     - 21 -




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;

                  (2) where the conduct of the indemnified representative has
         been finally determined pursuant to Section 7.06 or otherwise:

                           (i) to constitute willful misconduct or recklessness
                  within the meaning of any provision of law sufficient in the
                  circumstances to bar indemnification against liabilities
                  arising from the conduct; or

                           (ii) to be based upon or attributable to the receipt
                  by the indemnified representative from the corporation of a
                  personal benefit to which the indemnified representative is
                  not legally entitled; or

                  (3) to the extent such indemnification has been finally
         determined in a final adjudication pursuant to Section 7.06 to be
         otherwise unlawful.

         (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 judgment, order,
settlement or 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, 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 corporation and any other person designated as an
         indemnified representative b 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,


<PAGE>   22
                                     - 22 -



         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, judgment, 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 proceedings 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 intervener 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 advance 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 the amount if it is
ultimately determined pursuant to Section 7.06 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


<PAGE>   23
                                     - 23 -


conclusive against all 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.

         (a) General rule. Any dispute related to the right to indemnification,
contribution or advancement of expenses as provided under this Article, except
with respect to indemnification for liabilities arising under the Securities Act
of 1933 that 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 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 of 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 as 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.

         (b) Qualifications of arbitrators. 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
Automated Quotations System.

         (c) Burden of proof. The party or parties challenging the right of an
indemnified representative to the benefits of this Article shall have the burden
of proof.

         (d) Expenses. The corporation shall reimburse an indemnified
representative for the expenses (including attorneys' fees and disbursements)
incurred in successfully prosecuting or defending such arbitration.

         (e) Effect. Any award entered by the arbitrators shall be final,
binding and nonappealable and judgment may be entered thereon by any party in
accordance with applicable law in any court of competent jurisdiction, except
that the corporation shall be entitled to


<PAGE>   24
                                     - 24 -


interpose as a defense in any such judicial enforcement proceeding any prior
final judicial determination adverse to the indemnified representative under
Section 7.01(a)(2) in a proceeding not directly involving indemnification under
this Article. This arbitration provision shall be specifically enforceable.

         Section 7.07. Contribution. If the indemnification provided for in this
Article or otherwise is unavailable for any reason in respect of any liability
or portion thereof, the corporation shall contribute to the liabilities to which
the indemnified representative may be subject in such proportion as is
appropriate to reflect the intent of this Article or otherwise.

         Section 7.08. Mandatory indemnification of directors, officers, etc. To
the extent that an authorized representative of the corporation has been
successful on the merits or otherwise in defense of any action or proceeding
referred to in 15 Pa.C.S. Sections 1741 or 1742 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 such person in connection therewith.

         Section 7.09. Contract rights; amendments 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 and shall not affect any rights or
obligations then existing.

         Section 7.10. Scope of article. The rights granted by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification, contribution 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, contribution 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 benefits of the heirs, executors,
administrators and personal representatives of such a person.

         Section 7.11. 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 7.12. Interpretation. The provisions of this Article are
intended to constitute bylaws authorized by Section 1746 of the Business
Corporation Law of Pennsylvania (relating to non-exclusivity and supplementary
coverage).



<PAGE>   25
                                     - 25 -



                                  ARTICLE VIII

                                  Miscellaneous

         Section 8.01. Corporate Seal. The corporation shall have a corporate
seal in the form of a 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 resolution of the board of directors may
from time to time designate.

         Section 8.03. Contracts.

         (a) General Rule. Except as otherwise provided in the Business
Corporation Law in the cases 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.

         (b) Statutory form of execution of instruments. Any note, mortgage,
evidence of indebtedness, contract or other document, or any assignment or
endorsement thereof, executed or entered into between the corporation and any
other person, when signed by one or more officers or agents having actual or
apparent authority to sign it, or by the president of vice president and
secretary or assistant secretary or treasurer or assistant treasurer of the
corporation, shall be held to have been properly executed for and in behalf of
the corporation, without prejudice to the rights of the corporation against any
person who shall have executed the instrument in excess of his or her actual
authority.

         Section 8.04. Interested directors or officers; quorum.

         (a) General Rule. A contract or transaction between the corporation and
one or more 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 a
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, solely because his, 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


<PAGE>   26
                                     - 26 -



         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 a 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 depositories 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.

         (a) Required records. The corporation shall keep complete and accurate
books and records of account, minutes of the proceedings of the incorporators,
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
this Commonwealth 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 incorporators, shareholders and directors and to make copies or 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


<PAGE>   27
                                     - 27 -




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 Pennsylvania or at its principal place
of business wherever situated.

         Section 8.07. Amendment of By-Laws. These bylaws may be amended or
repealed, or new by-laws 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 reserved exclusively 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).



<PAGE>   28




                                     BYLAWS
                                       OF
                                 RENT-WAY, INC.

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                           <C>
ARTICLE I.........................................................................................................1
         Offices and Fiscal Year..................................................................................1
                  Section 1.01.     Registered Office.............................................................1
                  Section 1.02.     Other Offices.................................................................1
                  Section 1.03.     Fiscal Year...................................................................1

ARTICLE II........................................................................................................1
         Notice - Waivers - Meetings Generally....................................................................1
                  Section 2.01.     Manner of giving notice.......................................................1
                  Section 2.02.     Notice of meetings of board of directors......................................2
                  Section 2.03.     Notice of meetings of shareholders............................................2
                  Section 2.04.     Waiver of notice..............................................................2
                  Section 2.05.     Modification of proposal contained in notice..................................2
                  Section 2.06.     Exception to requirement of notice............................................3
                  Section 2.07.     Use of conference telephone and similar equipment.............................3

ARTICLE III.......................................................................................................3
         Meetings of Shareholders.................................................................................3
                  Section 3.01.     Place of Meeting..............................................................3
                  Section 3.02.     Annual Meeting................................................................3
                  Section 3.03.     Special Meetings..............................................................4
                  Section 3.04.     Quorum and Adjournment........................................................4
                  Section 3.05.     Action by shareholders........................................................5
                  Section 3.06.     Organization..................................................................6
                  Section 3.07.     Voting rights of shareholders.................................................6
                  Section 3.08.     Voting and other action by proxy..............................................6
                  Section 3.09.     Voting by fiduciaries and pledges.............................................7
                  Section 3.10.     Voting by joint holders of shares.............................................7
                  Section 3.11.     Voting by corporations........................................................7
                  Section 3.12.     Determination of shareholders of record.......................................8
                  Section 3.13.     Voting lists..................................................................8
                  Section 3.14.     Judges of election............................................................9
                  Section 3.15.     Consent of shareholders in lieu of meeting...................................10
                  Section 3.16.     Minors as security holders...................................................10
</TABLE>



                                      - i -

<PAGE>   29


                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                           <C>
ARTICLE IV.......................................................................................................10
         Board of Directors......................................................................................10
                  Section 4.01.     Powers; personal liability...................................................10
                  Section 4.02.     Qualifications and selection of directors....................................12
                  Section 4.03.     Number and term of office....................................................12
                  Section 4.04.     Vacancies....................................................................13
                  Section 4.05.     Removal of directors.........................................................13
                  Section 4.06.     Place of meetings............................................................13
                  Section 4.07.     Organization of meetings.....................................................14
                  Section 4.08.     Regular Meetings.............................................................14
                  Section 4.09.     Special Meetings.............................................................14
                  Section 4.10.     Quorum of and action of directors............................................14
                  Section 4.11.     Executive and Other Committees...............................................14
                  Section 4.12.     Compensation.................................................................15
                  Section 4.13.     Nomination of directors......................................................15

ARTICLE V........................................................................................................17
         Officers................................................................................................17
                  Section 5.01.     Officers Generally...........................................................17
                  Section 5.02.     Election and terms of office.................................................17
                  Section 5.03.     Subordinate officers, committees and agents..................................17
                  Section 5.04.     Removal of officers and agents...............................................18
                  Section 5.05.     Vacancies....................................................................18
                  Section 5.06.     Authority....................................................................18
                  Section 5.07.     The chairman and vice chairman of the board..................................18
                  Section 5.08.     The president................................................................18
                  Section 5.09.     The vice presidents..........................................................18
                  Section 5.10.     The secretary................................................................19
                  Section 5.11.     The treasurer................................................................19
                  Section 5.12.     Salaries.....................................................................19

ARTICLE VI.......................................................................................................19
         Certificates of Stock, Transfer, Etc....................................................................19
                  Section 6.01.     Share certificates...........................................................19
                  Section 6.02.     Issuance.....................................................................19
</TABLE>



                                     - ii -

<PAGE>   30


                                TABLE OF CONTENTS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                           <C>
                  Section 6.03.     Transfer.....................................................................20
                  Section 6.04.     Record holder of shares......................................................20
                  Section 6.05.     Lost, destroyed or mutilated certificates....................................20

ARTICLE VII......................................................................................................20
         Indemnification of Directors, Officers and Other Authorized Representatives.............................20
                  Section 7.01.     Scope of Indemnification.....................................................20
                  Section 7.02.     Proceedings initiated by indemnified representatives.........................22
                  Section 7.03.     Advancing expenses...........................................................22
                  Section 7.04.     Securing of indemnification obligations......................................22
                  Section 7.05.     Payment of indemnification...................................................23
                  Section 7.06.     Arbitration..................................................................23
                  Section 7.07.     Contribution.................................................................24
                  Section 7.08.     Mandatory indemnification of directors, officers, etc........................24
                  Section 7.09.     Contract rights; amendments or repeal........................................24
                  Section 7.10.     Scope of article.............................................................24
                  Section 7.11.     Reliance on provisions.......................................................24
                  Section 7.12.     Interpretation...............................................................24

ARTICLE VIII.....................................................................................................25
         Miscellaneous...........................................................................................25
                  Section 8.01.     Corporate Seal...............................................................25
                  Section 8.02.     Checks.......................................................................25
                  Section 8.03.     Contracts....................................................................25
                  Section 8.04.     Interested directors or officers; quorum.....................................25
                  Section 8.05.     Deposits.....................................................................26
                  Section 8.06.     Corporate Records............................................................26
                  Section 8.07.     Amendment of By-Laws.........................................................27
</TABLE>




                                     - iii -

<PAGE>   31



                            AMENDMENTS TO THE BYLAWS
                                       OF
                                 RENT-WAY, INC.

                            ADOPTED NOVEMBER 17, 2000

AMENDMENT NO. 1 - A new Section 3.03A would be added to Article III of the
Bylaws to govern the notice of proposals to be presented at meetings of the
shareholders and, correspondingly, the business that can be conducted at any
such meeting. New Section 3.03A would read in its entirety as follows:

                  Section 3.03A Notice of Business to be presented at
Shareholder Meetings.

                  (a) Annual Meetings of Shareholders. The proposal of business
to be considered by the shareholders at an annual meeting of shareholders may be
made (i) pursuant to the corporation's notice of meeting, (ii) by or at the
direction of the Board of Directors or (iii) by any shareholder of the
corporation who was a shareholder of record at the time of giving of notice
provided for in this Section, who is entitled to vote at the meeting and who has
complied with the notice procedures set forth in this Section. For business to
be properly brought before an annual meeting by a shareholder pursuant to clause
(iii) of the preceding sentence, such business must be a proper matter for
shareholder action, the shareholder must have given timely notice thereof in
writing to the Secretary of the corporation and such notice must comply with the
following requirements:

                           (i) To be timely, a shareholder's notice given
                  pursuant to this Section must be received at the principal
                  executive offices of the corporation, addressed to the
                  Secretary, not less than 90 calendar days before the
                  anniversary date of the corporation's proxy statement released
                  to shareholders in connection with the previous year's annual
                  meeting or, if none, its most recent previous annual meeting.
                  Notwithstanding the preceding sentence, (A) for business to be
                  presented at the 2001 annual meeting of shareholders, a
                  shareholder's notice shall be considered timely if so received
                  by the corporation on or before January 2, 2001 and (B) after
                  2001, if the date of the annual meeting at which such business
                  is to be presented has been changed by more than 30 days from
                  the date of the most recent previous annual meeting, a
                  shareholder's notice shall be considered timely if so received
                  by the corporation (i) on or before the later of (x) 120
                  calendar days before the date of the annual meeting at which
                  such business is to be presented or (y) 30 days following the
                  first public announcement by the corporation of the date of
                  such annual meeting and (ii) not later than 15 calendar days
                  prior to the scheduled mailing date of the corporation's proxy
                  materials for such annual meeting. In no event shall the
                  public announcement of an


<PAGE>   32



                  adjournment of an annual meeting commence a new time period
                  for the giving of a shareholder's notice as described above.

                           (ii) A shareholder's notice given pursuant to this
                  Section shall set forth (A) the name and address of the
                  shareholder who intends to make the proposal and the classes
                  and numbers of shares of the Corporation's stock beneficially
                  owned by such shareholder; (B) a representation that the
                  shareholder is and will at the time of the annual meeting be a
                  holder of record of stock of the Corporation entitled to vote
                  at such meeting on the proposal(s) specified in the notice and
                  intends to appear in person or by proxy at the meeting to
                  present such proposal(s), (C) a description of the business
                  the shareholder intends to bring before the meeting, including
                  the text of any proposal or proposals to be presented for
                  action by the shareholders, (D) the name and address of any
                  beneficial owner(s) of the corporation's stock on whose behalf
                  such business is to be presented and the class and number of
                  shares beneficially owned by each such beneficial owner and
                  (E) the reasons for conducting such business at the meeting
                  and any material interest in such business of such shareholder
                  or any such beneficial owner.

                  (b) Special Meetings of Shareholders. Only such business shall
be conducted at a special meeting of shareholders as shall have been brought
before the meeting pursuant to the Corporation's notice of meeting.

                  (c) General. (i) Only such business shall be conducted at a
meeting of shareholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Section 3.03A. The Chairman of
the meeting shall have the power and the duty to determine whether any business
proposed to be brought before a meeting was proposed in accordance with the
procedures set forth in this Section 3.03A and, if any business is not in
compliance with this Section 3.03A, to declare that such defective proposal
shall be disregarded.

                  (ii) For purposes of this Section 3.03A, (A) "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the corporation with the Securities and Exchange
Commission pursuant to Section 13, 14, or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") and (B) "beneficial ownership" shall be determined
in accordance with Rule 13d-3 under the Exchange Act or any successor rule.

                  (iii) Notwithstanding the foregoing provisions of this Section
3.03A or any other provision of the Bylaws, a shareholder shall also comply with
all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section. Nothing in
this Section 3.03A or any other provision of the Bylaws shall be deemed to
affect any rights of a shareholder to require inclusion of a proposal in the
corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act, or
any successor rule, or to present for action at an annual meeting any proposal
so included.


<PAGE>   33



AMENDMENT NO. 2 - Section 4.03(d), which provides for a classified board of
directors (3 classes), should be amended to add the following:

                  "In the event of the repeal or amendment of this Section 4.03,
                  any incumbent director shall continue to serve for the balance
                  of the term for which he or she was elected (subject to the
                  provisions of Section 4.05, if applicable)."

AMENDMENT NO. 3 - Section 4.13 of the Bylaws governs the Nomination of
Directors. Two proposed amendments are to be considered:

A.       Paragraph (a) would be amended to read in its entirety as follows:


                  "(a) Nominations and Notice. Nominations for the election of
         directors may be made by the Board of Directors, a committee thereof or
         any officer of the corporation to whom the Board of Directors or such
         committee shall have delegated such authority. Upon notice given to the
         corporation in accordance with this paragraph (a) and with paragraph
         (b) of this Section 4.13 (the "Notice"), nominations may also be made
         by any shareholder entitled to vote in the election of directors. The
         Notice of a shareholder's intent to make a nomination or nominations
         for director must be given to the corporation either by United States
         mail or personal delivery to the Secretary of the corporation not later
         than 90 days prior to the anniversary date of the previous year's
         annual meeting of shareholders except that, for the 2001 annual
         meeting, the Notice shall be considered timely if so received by the
         corporation on or before January 2, 2001. The Board of Directors will
         be under no obligation to recommend the election of any nominee
         proposed by any shareholder, even though the notice as set forth above
         has been given."

B.       Paragraph (d) would be deleted.