AMENDED
AND RESTATED





BY-LAWS





OF





CALGON
CARBON CORPORATION





A
Delaware Corporation





(as
amended and restated through January 7, 2008)





INDEX





BY-LAWS





ARTICLEI.
                                                                                                                  STOCKHOLDERS1.01
                                                                                                                  Annual
      Meetings
                                                                                                                  
                                                                                                                  11.02
                                                                                                                  Special
      Meetings
                                                                                                                  
                                                                                                                  11.03
                                                                                                                  Notice
      of Annual and Special Meetings
                                                                                                                  
                                                                                                                  11.04
                                                                                                                  Quorum
                                                                                                                  
                                                                                                                  11.05
                                                                                                                  Voting
                                                                                                                  
                                                                                                                  21.06
                                                                                                                  Procedure
      at Stockholder's Meetings
                                                                                                                  
                                                                                                                  21.07
                                                                                                                  Action
      Without Meeting
                                                                                                                  
                                                                                                                  21.08
                                                                                                                  Notice
      of Stockholder Business and Nominations
                                                                                                                  
                                                                                                                  3II.
                                                                                                                  DIRECTORS2.01
                                                                                                                  Number,
      Election and Term of Office
                                                                                                                  
                                                                                                                  52.02
                                                                                                                  Annual
      Meetings
                                                                                                                  
                                                                                                                  62.03
                                                                                                                  Regular
      Meetings
                                                                                                                  
                                                                                                                  62.04
                                                                                                                  Special
      Meetings
                                                                                                                  
                                                                                                                  62.05
                                                                                                                  Notice
      of Annual and Special Meetings
                                                                                                                  
                                                                                                                  62.06
                                                                                                                  Quorum
      and Manner of Acting
                                                                                                                  
                                                                                                                  62.07
                                                                                                                  Action
      Without Meeting
                                                                                                                  
                                                                                                                  72.08
                                                                                                                  Participation
      by Conference Telephone
                                                                                                                  
                                                                                                                  72.09
                                                                                                                  Resignations
                                                                                                                  
                                                                                                                  72.10
                                                                                                                  Removal
      of Directors
                                                                                                                  
                                                                                                                  72.11
                                                                                                                  Vacancies
                                                                                                                  
                                                                                                                  82.12
                                                                                                                  Compensation
      of Directors
                                                                                                                  
                                                                                                                  8




1




2.13
                  Committees
                  
                  8III.
                  OFFICERS
      AND EMPLOYEES3.01
                  Executive
      Officers
                  
                  83.02
                  Additional
      Officers; Other Agents and Employees
                  
                  83.03
                  The
      Chairman
                  
                  93.04
                  The
      President
                  
                  93.05
                  The
      Vice Presidents
                  
                  93.06
                  The
      Secretary and Assistant Secretaries
                  
                  93.07
                  The
      Treasurer and Assistant Treasurers
                  
                  103.08
                  Vacancies
                  
                  103.09
                  Delegation
      of Duties
                  
                  10IV.
                  SHARES
      OF CAPITAL STOCK4.01
                  Share
      Certificates
                  
                  104.02
                  Transfer
      of Shares
                  
                  114.03
                  Transfer
      Agents and Registrars
                  
                  114.04
                  Lost,
      Stolen, Destroyed or Mutilated Certificates
                  
                  114.05
                  Regulations
      Relating to Shares
                  
                  114.06
                  Holders
      of Record
                  
                  114.07
                  Fixing
      of Record Date
                  
                  12V.
                  LOANS,
      NOTES, CHECKS, CONTRACTS AND OTHER INSTRUMENTS5.01
                  Notes,
      Checks, etc
                  
                  135.02
                  Execution
      of Instruments Generally
                  
                  135.03
                  Proxies
      in Respect of Stock or Other Securities of Other
    Corporations
                  
                  13VI.
                  GENERAL
      PROVISIONS6.01
                  Offices
                  
                  136.02
                  Corporate
      Seal
                  
                  146.03
                  Fiscal
      Year
                  
                  14VII.
                  VALIDATION
      OF CERTAIN CONTRACTS7.01
                  
                  
                  14VIII.
                  INDEMNIFICATION
      OF DIRECTORS AND OFFICERS8.01
                  Indemnification
                  
                  148.02
                  Payment
      of Indemnification
                  
                  158.03
                  Exclusivity
                  
                  15IX.
                  AMENDMENTS9.01
                  
                  
                  15













BY-LAWS


OF


CALGON
CARBON CORPORATION




ARTICLE
I





STOCKHOLDERS





Section
1.01          Annual
Meetings.  Annual meetings of the stockholders shall be held at
such place, either within or without the State of Delaware, and at such time and
date as the Board of Directors shall determine and as set forth in the notice of
the meeting.





Section
1.02          Special
Meetings.  Special meetings of the stockholders may be called
at any time, for the purpose or purposes set forth in the call, by the President
or the Board of Directors by delivering a written request to the Secretary. At
any time, upon the written request of any person or person who have duly called
a special meeting, it shall be the duty of the Secretary to fix the date of the
meeting, to be held not more than 75 days after receipt of the request, and to
give due notice thereof. Special meetings shall be held at such place, either
within or without the State of Delaware, and at such time and date as the Board
of Directors shall determine and as set forth in the notice of the
meeting.





Section
1.03          Notice of Annual and Special
Meetings.  Except as otherwise expressly required by law,
notice of each meeting of stockholders, whether annual or special, shall be
given by or at the direction of the Board of Directors at least 10 or not more
than 60 days prior to the date on which the meeting is to be held to each
stockholder of record entitled to vote thereat by delivery of a notice thereof
to him personally or by sending a copy thereof through the mail or by overnight
courier, charges prepaid, to his address appearing on the records of the
Corporation or by electronic transmission, as and to the extent permitted by
applicable law. Each such notice shall specify the place, day and hour of the
meeting and, in the case of a special meeting, shall briefly state the purpose
or purposes for which the meeting is called. A written waiver of notice, signed
by the person or persons entitled to such notice, whether before or after the
date and time fixed for the meeting shall be deemed the equivalent of such
notice. Neither the business to be transacted at nor the purpose of the meeting
need be specified in a waiver of notice of such meeting.





Section
1.04          Quorum.  A
stockholders' meeting duly called shall not be organized for the transaction of
business unless a quorum is present. At any meeting the presence in person or by
proxy of stockholders entitled to cast at least a majority of the votes which
all stockholders are entitled to cast on the particular matter shall constitute
a quorum for the purpose of considering such matter, except as otherwise
expressly provided by law, by the Certificate of Incorporation of the
Corporation or by these By-Laws. The stockholders present at a duly organized
meeting can continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum. If a meeting
cannot be organized because a quorum has not attended, those present may adjourn
the meeting from time to time to such time (not more than 30 days after the next
previous adjourned meeting) and place as they may determine, without notice
other than by announcement at the meeting of the time and place of the adjourned
meeting; and in the case of any meeting called for the election of directors,
those who attend the second of such adjourned meetings, although entitled to
cast less than a majority of the votes entitled to be cast on any matter to be
considered at the meeting, shall nevertheless constitute a quorum for the
purpose of electing directors.




1




Section
1.05          Voting.  At
every meeting of stockholders, each holder of record of issued and outstanding
stock of the Corporation entitled to vote at such meeting shall be entitled to
vote in person or by proxy and, except where a date has been fixed as the record
date for the determination of stockholders entitled to notice of or to vote at
such meeting, no holder of record of a share of stock which has been transferred
on the books of the Corporation within 10 days next preceding the date of such
meeting shall be entitled to notice of or to vote at such meeting in respect of
such share so transferred. Resolutions of the stockholders shall be adopted, and
any action of the stockholders at a meeting upon any matter shall be taken and
be valid, only if at least a majority of the votes cast with respect to such
resolutions or matter are cast in favor thereof, except as otherwise expressly
provided by law, by the Certificate of Incorporation of the Corporation or by
these By-Laws. The Chairman of the Board (if one has been elected and is
present) shall be chairman, and the Secretary (if present) shall act as
secretary, at all meetings of the stockholders. In the absence of the Chairman
of the Board, the President shall be chairman and in the absence of both of
them, the chairman shall be designated by the Board of Directors; and in the
absence of the Secretary, an Assistant Secretary shall act as secretary of the
meeting.





Section
1.06          Procedure at Stockholders'
Meetings.  The organization of each meeting of the
stockholders, the order of business thereat and all matters relating to the
manner of conducting the meetings shall be determined by the chairman in
accordance with such regulations, if any, as may from time to time be prescribed
by the Board of Directors. Such rules, regulations or procedures, whether
adopted by the Board of Directors or prescribed by the chairman of the meeting,
may include, without limitation, the following: (i) the establishment of an
agenda or order of business for the meeting; (ii) the determination of when the
polls shall open and close for any given matter to be voted on at the meeting;
(iii) rules and procedures for maintaining order at the meeting and the safety
of those present; (iv) limitations on attendance at or participation in the
meeting to stockholders of record of the Corporation, their duly authorized and
constituted proxies or such other persons as the chairman of the meeting shall
determine; (v) restrictions on entry to the meeting after the time fixed for the
commencement thereof; and (vi) limitations on the number of questions or
comments that may be by any participant and the time allotted for any such
question or comment, or all such questions or comments, in the aggregate. In
addition to the foregoing, the chairman may, for any reason and in his sole
discretion, adjourn or postpone any meeting of the stockholders at any time and
from time to time.





Section
1.07          Action Without
Meeting.  Subject to Section 4.07(B), unless otherwise provided
by the Certificate of Incorporation of the Corporation, any action required to
be taken at any annual or special meeting of stockholders, or any action which
may be taken at any annual or special meeting of stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted, and such written consent is
filed with the minutes of the proceedings of the Corporation's stockholders.
Notice of any corporate action taken without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.




2




Section
1.08          Notice of Stockholder
Business and Nominations.





(A) Annual Meetings of
Stockholders.





(1)  Nominations
of persons for election to the Board of Directors of the Corporation and the
proposal of business to be considered by the stockholders at an annual meeting
of stockholders must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the Board of Directors
(including by a Committee appointed by the Board of Directors), (b) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors (including by a Committee appointed by the Board of Directors), or (c)
otherwise properly brought before the meeting by a stockholder of the
Corporation who was a stockholder of record at the time of giving
of  notice provided for in this Section 1.08(A), who is entitled to
vote at the meeting and who has complied with the notice procedures set forth in
this Section 1.08(A).  Nominations of persons for election to the
Board of Directors of the Corporation shall exclusively be made by the Board (or
a Committee thereof appointed by the Board, including the Corporate Governance
Committee), which will consider nominations properly made by stockholders in
accordance with the procedures of Section 1.08(A) below.





(2)  For
nominations or other business to be properly brought before an annual meeting by
a stockholder pursuant to paragraph (A)(1) of this Section 1.08, the stockholder
must have given timely notice thereof in writing to the Secretary of the
Corporation and such other business must be a proper matter for stockholder
action. To be timely, a stockholder's notice shall be delivered to the Secretary
at the principal executive offices of the Corporation not later than the close
of business on the 60th day nor earlier than the close of business on the 120th
day prior to the first anniversary of the date of the preceding year's proxy
statement for the annual meeting; provided, however, that in the event that the
annual meeting is called for a date that is more than 25 days before or more
than 60 days after the first anniversary of the preceding year's annual meeting,
notice by the stockholder in order to be timely must be so received not later
than the close of business on the 10th day following the day on which public
announcement of the date of such annual meeting is first made. In no event shall
the public announcement of an adjournment of an annual meeting commence a new
time period for the giving of a stockholder's notice as described above. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director all information
relating to such person that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and the rules and regulations
promulgated thereunder (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a director if elected),
along with a   description of all arrangements or understandings
between the stockholder 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 stockholders (b) as to any other business that the stockholder
proposes to bring before the meeting, a brief description of the business
desired to be brought before the meeting, the reasons for conducting such
business at the meeting and any material interest in such business of such
stockholder and the beneficial owner, if any, on whose behalf the proposal is
made along with a description of all arrangements or understandings between such
stockholder and any other person or persons in connection with the proposal of
such business by such stockholder; (c) a representation that the stockholder
intends to appear in person or by proxy at the meeting to nominate the person or
persons or raise the proposal specified in the notice; and (d) as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of
such   stockholder, as they appear on the Corporation's books,
and of such beneficial owner and (ii) the class and number of shares of the
Corporation which are owned beneficially and of record by such stockholder and
such beneficial owner.




3




(3)  Notwithstanding
anything in the second sentence of paragraph (A)(2) of this By-Law to the
contrary, but subject to Section 2.11 of these By- Laws, in the event that the
number of directors to be elected to the Board of Directors of the Corporation
is increased and there is no public announcement naming all of the nominees for
director or specifying the size of the increased Board of Directors made by the
Corporation at least 70 days prior to the first anniversary of the date of the
preceding year's proxy statement for the annual meeting,
a   stockholder's notice required by this Section 1.08(A) shall
also be considered timely, but only with respect to nominees for any new
positions created by such increase, if it shall be delivered to the Secretary at
the principal executive offices of the Corporation not later than the close of
business on the 10th day following the day on which such public announcement is
first made by the Corporation.





(B)  Special Meetings of
Stockholders.





Only such
business shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting pursuant to the Corporation's notice of meeting.
Nominations of persons for election to the Board of Directors at a special
meeting of stockholders at which directors are to be elected pursuant to the
Corporation's notice of meeting must be (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the Board of
Directors (including by a Committee appointed by the Board of Directors), (b)
otherwise properly brought before the meeting by or at the direction of the
Board of Directors (including by a Committee appointed by the Board of
Directors), or (c) otherwise properly brought before the meeting by a
stockholder of the Corporation who was a stockholder of record at the time of
giving of notice provided for in this Section 1.08(B), who is entitled to vote
at the meeting and who complied with the notice procedures set forth in this
Section 1.08(B). Nominations of persons for election to the Board of Directors
of the Corporation shall exclusively be made by the Board (or a Committee
thereof appointed by the Board, including the Corporate Governance Committee),
which will consider nominations properly made by stockholders in accordance with
the procedures of Section 1.08(B) below. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more
directors to the Board of Directors, any such stockholder may propose for
nomination a person or persons (as the case may be), for election to such
position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (A)(2) of this Section 1.08 shall be
delivered to the Secretary at the principal executive offices of the Corporation
not earlier than the close of business on the 120th day prior to such special
meeting and not later than the close of business on the later of the 90th day
prior to such special meeting or the 10th day following the day on which public
announcement is first made of the date of the special meeting. In no event shall
the public announcement of an adjournment of a special meeting commence a new
time period for the giving of a stockholder's notice as described
above.




4




(C)  General.





(1)  Only
such persons who are nominated by the Board of Directors, a Committee of the
Board or a stockholder of the Corporation in accordance with the procedures set
forth in this Section 1.08 shall be eligible to serve as directors and only such
business shall be conducted at a meeting of stockholders as shall have been
brought before the meeting in accordance with the procedures set forth in this
Section 1.08. Except as otherwise provided by law, the Chairman of the meeting
shall have the power and duty to determine whether a nomination or any
business   proposed to be brought before the meeting was made, or
proposed, as the case may be, in accordance with the procedures set forth in
this Section 1.08 and, if any proposed nomination or business is not in
compliance with this Section 1.08, to declare that such defective proposal
or   nomination shall be disregarded.





(2)  For
purposes of this Section 1.08, "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 Exchange Act.





(3)  Notwithstanding
the foregoing provisions of this Section 1.08, a stockholder 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
1.08. Nothing in this Section 1.08   shall be deemed to affect
any rights of (i) stockholders to request inclusion of proposals in the
Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act or
(ii) the holders of any series of Preferred Stock to elect directors under
specified circumstances.





ARTICLE
II





DIRECTORS





Section
2.01          Number, Election and Term of
Office.  The number of directors which shall constitute the
full Board of Directors shall be determined by resolution of the board of
directors or of the stockholders. The directors shall be classified with respect
to their terms of office into three classes, each of which shall consist as
nearly as possible of one-third of the total number of directors. The term of
office of one class of directors shall expire at each annual meeting of the
shareholders, so that at each such meeting the successors to the directors of
the class whose term expires at such meeting shall be elected to hold office for
a term of three years. If the number of directors is increased, the board of
directors shall assign the additional directorships so created among the classes
of directors. Each director shall hold office for the term for which he is
elected and thereafter until his successor is duly elected or until his prior
death, resignation or removal. Directors need not be stockholders. Directors
shall be nominated as set forth in Section 1.08.




5




Section
2.02          Annual
Meeting.  Annual Meetings of the Board of Directors shall be
held each year at the same place as and immediately after the annual meeting of
stockholders, or at such other place and time as shall theretofore have been
determined by the Board. At its regular annual meeting, the Board of Directors
shall organize itself and elect the officers of the Corporation for the ensuing
year, and may transact any other business.





Section
2.03          Regular
Meetings.  Regular meetings of the Board of Directors may be
held at such intervals and at such time and place as shall from time to time be
determined by the Board. After there has been such determination and notice
thereof has been once given to each person then a member of the Board of
Directors, regular meetings may be held at such intervals and time and place
without further notice being given.





Section
2.04          Special
Meetings.  Special meetings of the Board of Directors may be
called at any time by the Board, by the Chairman of the Board or by the
President to be held on such day and at such time and place as shall be
specified by the person or persons calling the meeting.





Section
2.05          Notice of Annual and Special
Meetings.  Except as otherwise expressly required by law,
notice of the annual meeting of the Board of Directors need not be given. Except
as otherwise expressly required by law, notice of every special meeting of the
Board of Directors specifying the place, date and time thereof shall be given to
each director (i) by being mailed on at least the third day prior to the date of
the meeting, (ii) by being given personally or by telephone at least 24 hours
prior to the time of the meeting or (iii) by electronic transmission in
accordance with applicable law at least 24 hours prior to the time of the
meeting, and shall be deemed given at the time specified by applicable law. A
written waiver of notice of a special meeting, signed by the person or persons
entitled to such notice, whether before or after the date and time stated
therein fixed for the meeting, shall be deemed the equivalent of such notice,
and attendance of a director at a meeting shall constitute a waiver of notice of
such meeting except when the director attends the meeting for the express
purpose of objecting, when he enters the meeting, to the transaction of any
business because the meeting is not lawfully called or convened.





Section
2.06          Quorum and Manner of
Acting.  At all meetings of the Board of Directors, except as
otherwise expressly provided by law or by the Certificate of Incorporation of
the Corporation or these By-Laws, the presence of a majority of the full Board
shall be necessary and sufficient to constitute a quorum for the transaction of
business. If a quorum is not present at any meeting, the meeting may be
adjourned from time to time by a majority of the directors present until a
quorum as aforesaid shall be present, but notice of the time and place to which
such a meeting is adjourned shall be given to any directors not present (i) by
being mailed on at least the third day prior to the date of the reconvened
meeting, (ii) by being given personally or by telephone at least 24 hours prior
to the time of the reconvened meeting or (iii) by electronic transmission in
accordance with applicable law at least 24 hours prior to the time of the
reconvened meeting, and shall be deemed given at the time specified by
applicable law. Resolutions of the Board of Directors shall be adopted, and any
action of the Board at a meeting upon any matter shall be taken and be valid,
only with the affirmative vote of at least a majority of the directors present
at the meeting, except as otherwise provided herein. The Chairman of the Board
(if one has been elected and is present) shall be chairman, and the Secretary
(if present) shall act as secretary, at all meetings of the Board. In the
absence of the Chairman of the Board, the President shall be chairman, and in
the absence of both of them the directors present shall select a member of the
Board of Directors to be chairman; and in the absence of the Secretary, the
chairman of the meeting shall designate any person to act as secretary of the
meeting.




6




Section
2.07          Action Without
Meeting.  Any action required or permitted to be taken at any
meeting of the Board of Directors or of any committee thereof may be taken
without a meeting if a consent in writing, setting forth the actions so taken,
shall be signed by all members of the Board or such committees, as the case may
be, and such written consent is filed with the minutes of proceedings of the
Board or committee.





Section
2.08          Participation by Conference
Telephone.  Members of the Board of Directors of the
Corporation, or any committee designated by the Board, may participate in a
meeting of the Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can speak to and hear each other, and participation in a meeting by such
means shall constitute presence in person at such meeting.





Section
2.09          Resignations.  A
director may resign by submitting his written resignation to the Chairman of the
Board (if one has been elected) or the Secretary. Unless otherwise specified
therein, the resignation of a director need not be accepted to make it effective
and shall be effective immediately upon its receipt by such officer or as
otherwise specified therein. If the resignation of a director specifies that it
shall be effective at some time later than receipt, the resigning director shall
be competent to act on all matters before the Board of Directors, including
filling the vacancy caused by such resignation until the effective time
specified in the resigning director's notice of resignation.





Section
2.10          Removal of
Directors.  The entire Board of Directors or any individual
director may be removed at any time (a) for cause by the vote of stockholders
entitled to cast at least a majority of the votes which all stockholders would
then be entitled to cast at a regular annual election of directors, and (b)
without cause by the vote of stockholders then entitled to cast at least 75% of
such votes, in either case given at a special meeting of the stockholders called
for the purpose, whether or not the Corporation's stockholders are then entitled
to vote cumulatively in the election of directors. The vacancy or vacancies
caused in the Board of Directors by such removal may but need not be filled by
the stockholders at such meeting.




7




Section
2.11          Vacancies.  Any
vacancy that shall occur in the Board of Directors by reason of death,
resignation, disqualification, removal, increase in the number of directors or
any other cause whatever shall, unless filled as provided in Section 2.10 of
this Article II, be filled by a majority of the remaining numbers of the Board
of Directors, whether or not a quorum, and each person so elected shall be a
director until his successor is elected by the stockholders at a meeting called
for the purpose of electing directors, or until his prior death, resignation or
removal. The term of office of any person elected a director pursuant to this
Section 2.11 shall expire at the next succeeding annual meeting of the
stockholders regardless of the class to which such directorship is assigned
pursuant to Section 2.01 and at such annual meeting the stockholders shall elect
a director to fill such directorship until the expiration of the remaining term
of office of directors of that class.




Section
2.12          Compensation of
Directors.  The Corporation may allow compensation to its
directors for their services, as determined from time to time by resolution
adopted by the Board of Directors.





Section
2.13          Committees.  The
Board of Directors may, to the fullest extent permitted by Section 141(c)(2) of
the General Corporation Law of the State of Delaware, designate one or more
committees consisting of directors to have and exercise such authority, powers
and duties of the Board in the management of the business and affairs of the
Corporation as the resolution of the Board creating such committee may specify
and as is otherwise permitted by law. Subject to the rules and regulations of
the New York Stock Exchange, or any other national securities exchange on which
the Corporation's securities may be listed or any automated inter-dealer
quotation system on which the Corporation's securities may be quoted, the Board
of Directors 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. Subject to the rules and regulations of the New York Stock
Exchange, or any other national securities exchange on which the Corporation's
securities may be listed or any automated inter-dealer quotation system on which
the Corporation's securities may be quoted, in the absence or disqualification
of any member of such committee or committees, 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 of such absent or disqualified member.





ARTICLE
III





OFFICERS
AND EMPLOYEES





Section
3.01          Executive
Officers.  The Executive Officers of the Corporation shall be
the President, a Secretary and a Treasurer, and may include a Chairman of the
Board and one or more Vice Presidents as the Board of Directors may from time to
time determine, all of whom shall be elected by the Board of Directors. Any two
or more offices may be held by the same person. Each Executive Officer shall
hold office until the next succeeding annual meeting of the Board of Directors
and thereafter until his successor is duly elected and qualifies, or until his
earlier death, resignation or removal.





Section
3.02          Additional Officers; Other
Agents and Employees.  The Board of Directors may from time to
time appoint or hire such additional officers, assistant officers, agents,
employees and independent contractors as the Board deems advisable; and the
Board or the President shall prescribe their duties, conditions of employment
and compensation. Subject to the power of the Board of Directors, the President
may employ from time to time such other agents, employees, and independent
contractors as he may deem advisable for the prompt and orderly transaction of
the business of the Corporation, and he may prescribe their duties and the
conditions of their employment, fix their compensation and dismiss them, without
prejudice to their contract rights, if any.




8




Section
3.03          The
Chairman.  If there shall be a Chairman of the Board, he shall
be elected from among the directors, shall preside at all meetings of the
stockholders and of the Board, and shall have such other powers and duties as
from time to time may be prescribed by the Board.




Section
3.04          The
President.  The President shall be the chief executive officer
of the Corporation. Subject to the control of the Board of Directors, the
President shall have general policy supervision of and general management and
executive powers over all the property, business, operations and affairs of the
Corporation, and shall see that the policies and programs adopted or approved by
the Board are carried out. The President shall exercise such further powers and
duties as from time to time may be prescribed in these By-Laws or by the Board
of Directors.





Section
3.05          The Vice
Presidents.  The Vice Presidents may be given by resolution of
the Board of Directors general executive powers, subject to the control of the
President, concerning one or more or all segments of the operations of the
Corporation. The Vice Presidents shall exercise such further powers and duties
as from time to time may be prescribed in these By-Laws or by the Board of
Directors or by the President. At the request of the President or in his absence
or disability, the senior Vice President shall exercise all the powers and
duties of the President.





Section
3.06          The Secretary and Assistant
Secretaries.  It shall be the duty of the Secretary (a) to keep
or cause to be kept an original or duplicate record of the proceedings of the
stockholders and the Board of Directors, and a copy of the Certificate of
Incorporation of the Corporation and of these By-Laws; (b) to attend to the
giving of notices of the Corporation as may be required by law or these By-Laws;
(c) to be custodian of the corporate records and of the seal of the Corporation
and see that the seal is affixed to such documents as may be necessary or
advisable; (d) to have charge of the stock books of the Corporation, and a share
register, giving the names of the stockholders in alphabetical order, and
showing their respective addresses, the number and classes of shares held by
each, the number and date of certificates issued for the shares, and the date of
cancellation of every certificate surrendered for cancellation; and (e) to
exercise all powers and duties incident to the office of Secretary, and such
other powers and duties as may be prescribed by the Board of Directors or by the
President from time to time. The Secretary by virtue of his office shall be an
Assistant Treasurer. The Assistant Secretaries shall assist the Secretary in the
performance of his duties and shall also exercise such further powers and duties
as from time to time may be assigned to them by the Board of Directors, the
President or the Secretary. As the direction of the Secretary or in his absence
or disability, an Assistant Secretary shall perform the duties of the
Secretary.




9




Section
3.07          The Treasurer and Assistant
Treasurers.  The Treasurer shall have custody of all the funds
and securities of the Corporation. He shall collect all moneys due the
Corporation and deposit such moneys to the credit of the Corporation in such
banks, trust companies, or other depositories as may have been duly designated
by the Board of Directors. He shall endorse for collection on behalf of the
Corporation, checks, notes, drafts and other documents, and may sign and deliver
receipts, vouchers and releases of liens evidencing payments made to the
Corporation. Subject to Section 5.01 of these By-Laws, he shall cause to be
disbursed the funds of the Corporation by payment in cash or by checks or drafts
upon the authorized depositories of the Corporation. He shall have charge of the
books and accounts of the Corporation. He shall perform all acts incident to the
office of Treasurer and such other duties as may be assigned to him by the Board
of Directors. The Treasurer by virtue of his office shall be an Assistant
Secretary. The Assistant Treasurers shall assist the Treasurer in the
performance of his duties and shall also exercise such further powers and duties
as from time to time may be assigned to them by the Board of Directors, the
President or the Treasurer. At the direction of the Treasurer or in his absence
or disability, an Assistant Treasurer shall perform the duties of the
Treasurer.





Section
3.08          Vacancies.  Vacancy
in any office or position by reason of death, resignation, removal,
disqualification, disability or other cause, shall be filled in the manner
provided in this Article III for regular election or appointment to such
office.





Section
3.09          Delegation of
Duties.  The Board of Directors may in its discretion delegate
for the time being the powers and duties, or any of them, of any officer to any
other person whom it may select.





ARTICLE
IV





SHARES
OF CAPITAL STOCK





Section
4.01          Share
Certificates.  The shares of the Corporation’s stock may be
certificated or uncertificated, as provided under Delaware law, and shall be
entered in the books of the Corporation and registered as they are
issued.  Any certificates representing shares of stock shall be in
such form as the Board of Directors shall prescribe.  Every share
certificate shall be signed by the Chairman of the Board, the President or any
Vice President and by the Treasurer or any Assistant Treasurer or the Secretary
or any Assistant Secretary.  The signatures of such officers may be by
facsimile.  Each such certificate shall set forth the name of the
registered holder thereof, the number and class of shares and the designation of
the series, if any, which the certificate represents.  The Board of
Directors may, if it so determines, direct that certificates for shares of stock
of the Corporation be signed by a transfer agent or registered by a registrar or
both, in which case such certificates shall not be valid until so signed or
registered.





In case
any officer of the Corporation who shall have signed, or whose facsimile
signature shall have been used on, any certificate for shares of stock of the
Corporation shall cease to be such officer, whether because of death,
resignation, removal or otherwise, before such certificate shall have been
delivered by the Corporation, such certificate shall nevertheless be deemed to
have been adopted by the Corporation and may be issued and delivered as though
the person who signed such certificate or whose facsimile signature shall have
been used thereon had not ceased to be such officer.




10




Within a
reasonable time after the issuance or transfer of uncertificated stock, the
Corporation shall send to the registered owner thereof a written notice that
shall set forth the name of the Corporation, that the Corporation is organized
under the laws of the State of Pennsylvania, the name of the shareholder, the
number and class (and the designation of the series, if any) of the shares
represented, and any restrictions on the transfer or registration of such shares
of stock imposed by the Corporation’s Certificate of Incorporation, these
Bylaws, any agreement among shareholders or any agreement between shareholders
and the Corporation.





Section
4.02          Transfer of
Shares.  Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate or
evidence of the issuance of uncertificated shares to the shareholder entitled
thereto, cancel the old certificate and record the transaction upon the
Corporation’s books.  Upon the surrender of any certificate for
transfer of stock, such certificate shall be conspicuously marked on its face
“Cancelled” and filed with the permanent stock records of the
Corporation.





Upon the
receipt of proper transfer instructions from the registered owner of
uncertificated shares, such uncertificated shares shall be cancelled, issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the shareholder entitled thereto and the transaction shall be recorded upon the
books of the Corporation.  If the Corporation has a transfer agent or
registrar acting on its behalf, the signature of any officer or representative
thereof may be in facsimile.





Section
4.03          Transfer Agents and
Registrars.  The Board of Directors may appoint any one or more
qualified banks, trust companies or other corporations organized under any law
of any state of the United States or under the laws of the United States as
agent or agents for the Corporation in the transfer of the stock of the
Corporations and likewise may appoint any one or more such qualified banks,
trust companies or other corporations as registrar or registrars of the stock of
the Corporation and may make or authorize such agent to make all such rules and
regulations deemed expedient concerning the issue, transfer and registration of
shares of stock.





Section
4.04          Lost, Stolen, Destroyed or
Mutilated Certificates.  In case of loss, destruction or
mutilation of a share certificate, the Corporation may issue (i) a new
certificate or certificates of stock or (ii) uncertificated shares in place of
any certificate or certificates previously issued by the Corporation alleged to
have been lost, stolen or destroyed, upon such terms and conditions as the Board
of Directors may from time to time determine.





Section
4.05          Regulations Relating to
Shares.  The Board of Directors shall have power and authority
to make such rules and regulations not inconsistent with these By-Laws or with
law as it may deem expedient concerning the issue, transfer and registration of
certificates representing shares of stock of the Corporation.





Section
4.06          Holders of
Record.  The Corporation shall be entitled to treat the holder
of record of any share or shares of stock as the holder and owner in fact
thereof and shall not be bound to recognize any equitable or other claim to or
interest in such shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise expressly provided by
the laws of the State of Delaware.




11




Section
4.07       Fixing of Record
Date.





(A)  The
Board of Directors may fix a time, not less than 10 or more than 60 days prior
to the date of any meeting of stockholders, or the date fixed for the payment of
any dividend or distribution, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares will be made or go into
effect, as a record date for the determination of the stockholders entitled to
notice of, or to vote at, any such meeting, or entitled to receive payment of
any such dividend or distribution, or to receive any such allotment of rights,
or to exercise the rights in respect to any such change, conversion or exchange
of shares. In such case, only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to notice of, or to vote at, such
meeting or to receive payment of such dividend, or to receive such allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after any record date
fixed as aforesaid. If no record date is fixed by the Board of Directors, the
record date for the determination of the stockholders entitled to notice of, and
to vote at, any such meetings, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any change, conversion or exchange of capital
stock, shall, with respect to any meeting of stockholders, be at the close of
business on the day preceding the day on which notice is given, or if notice is
waived, at the close of business on the day preceding the day on which the
meeting is held or shall , with respect to any dividend, allotment of rights or
exercise of rights in respect of any change, conversion or exchange of capital
stock, be the date of adoption by the Board of a resolution approving such
matters.





(B)  In
order that the Corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. Any
stockholder of record seeking to have the stockholders authorize or take
corporate action by written consent shall, by written notice to the Secretary of
the Corporation, request the Board of Directors to fix a record date. The Board
of Directors shall promptly, but in all events within ten (10) days after the
date on which such a request is received, adopt a resolution fixing the record
date. If no record date has been fixed by the Board of Directors within ten (10)
days of the date on which such a request is received, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
applicable law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the Corporation having
custody of the book in which proceedings of meetings of the stockholders are
recorded, to the attention of the Secretary of the Corporation. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required by
applicable law, the record date for determining stockholders entitled to consent
to corporate action in writing without a meeting shall be at the close of
business on the date on which the Board of Directors adopts the resolution
taking such prior action.




12




ARTICLE
V





LOANS,
NOTES, CHECKS, CONTRACTS AND OTHER INSTRUMENTS





Section
5.01          Notes, Checks,
etc.  All notes, drafts, acceptance, checks, endorsements
(other than for deposit) and all evidences of indebtedness of the Corporation
whatsoever shall be signed by the President, or shall be signed by such officers
or agents and shall be subject to such requirements as to countersignature or
other conditions as the Board of Directors from time to time may designate.
Facsimile signatures on checks may be used unless prohibited by the Board of
Directors.





Section
5.02          Execution of Instruments
Generally.  Except as provided in Section 5.01 of this Article
V, all contracts and other instruments requiring execution by the Corporation
may be executed and delivered by the President, any Vice President or the
Treasurer, and authority to sign any such contracts or instruments, which may be
general or confined to specific instances, may be conferred by the Board of
Directors upon any other person or persons. Any person having authority to sign
on behalf of the Corporation may delegate, from time to time, by instrument in
writing, all or any part of such authority to any person or persons if
authorized so to do by the Board of Directors.





Section
5.03          Proxies in Respect of Stock
or Other Securities of Other Corporations. Unless otherwise provided by
the Board of Directors, the President may from time to time appoint an attorney
or attorneys or an agent or agents of the Corporation to exercise in the name
and on behalf of the Corporation the powers and rights which the Corporation may
have as the holder of stock or other securities in any other corporation to vote
or consent in respect of such stock or other securities, may instruct the person
or persons so appointed as to the manner of exercising such powers and rights
and may execute or cause to be executed in the name and on behalf of the
Corporation and under its corporate seal or otherwise all such written proxies
or other instruments as he may deem necessary or proper in order that the
Corporation may exercise its said powers and rights.





ARTICLE
VI





GENERAL
PROVISION





Section
6.01          Offices.  The
registered office of the Corporation in the State of Delaware shall be at 1209
Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.
The name of its registered agent at such address is The Corporation Trust
Company. The Corporation may have other offices, within or without the State of
Delaware, at such place or places as the Board of Directors may from time to
time determine or the business of the Corporation may require.




13




Section
6.02          Corporate
Seal.  The Board of Directors shall prescribe the form of a
suitable corporate seal, which shall contain the full name of the Corporation
and the year and state of incorporation. Such seal may be used by causing it or
a facsimile or reproduction thereof to be affixed to or placed upon the document
to be sealed.





Section
6.03          Fiscal
Year.  Unless otherwise determined by the Board of Directors,
the fiscal year of the Corporation shall be the calendar year.





ARTICLE
VII





VALIDATION
OF CERTAIN CONTRACTS





Section
7.01          No contract or
other transaction between the Corporation and another person shall be
invalidated or otherwise adversely affected by the fact that any one or more
stockholders, directors or officers of the Corporation:





(A) is
pecuniarily or otherwise interested in, or is a stockholder, director, officer,
or member of, such other person, or





(B) is a
party to, or is in any other way pecuniarily or otherwise interested in, the
contract or other transaction, or





(C) is in
any way connected with any person pecuniarily or otherwise interested in such
contract or other transaction, provided the fact of such interest shall be
disclosed or known to the Board of Directors or the stockholders, as the case
may be, and in any action of the stockholders or of the Board authorizing or
approving any such contract or other transaction, any and every stockholder or
director may be counted in determining the existence of a quorum with like force
and effect as though he were not so interested, or were not such a stockholder,
director, member or officer, or were not such a party, or were not so connected.
Such director, stockholder or officer shall not be liable to account to the
Corporation for any profit realized by him from or through any such contract or
transaction approved or authorized as aforesaid. As used herein, the term
"person" includes a corporation, partnership, firm, association or other legal
entity.





ARTICLE
VIII





INDEMNIFICATION
OF DIRECTORS AND OFFICERS





Section
8.01          Indemnification.  Directors
and officers of the Corporation shall be indemnified as of right to the fullest
extent now or hereafter permitted by law in connection with any actual or
threatened civil, criminal, administrative or investigative action, suit or
proceeding (whether brought by or in the name of the Corporation or otherwise)
arising out of their service to the Corporation or to another organization at
the request of the Corporation. Persons who are not directors or officers of the
Corporation, including each person who at the request of the Corporation has
served as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust or other enterprise (individually, including
directors or officers of the Corporation, an "Indemnified Person" and
collectively, the "Indemnified Persons") may be similarly indemnified in respect
of such service to the extent authorized at any time by the Board of Directors
of the Corporation. The Corporation may purchase and maintain insurance to
protect itself and any Indemnified Person against any liability asserted against
him and incurred by him in respect of such service whether or not the
Corporation would have the power to indemnify him against such liability by law
or under the provisions of this Article. The provisions of this Article shall be
applicable to actions, suits or proceedings commenced after the adoption hereof,
whether arising from acts or omissions occurring before or after the adoption
hereof, and to Indemnified Persons who have ceased to render such service, and
shall inure to the benefit of the heirs, executors and administrators of the
directors, officers and other persons referred to in this Article
VIII.




14




Section
8.02          Payment of
Indemnification.  Expenses (including attorneys' fees) incurred
by an Indemnified Person in defending any civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such Indemnified Person to repay such
amount if it shall ultimately be determined that such person is not entitled to
be indemnified by the corporation as authorized in this Article VIII. Such
expenses (including attorneys' fees) incurred by Indemnified Persons may be so
paid upon such terms and conditions, if any, as the Corporation deems
appropriate.





Section
8.03          Exclusivity.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this Article VIII shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may be entitled under
the Certificate of Incorporation of the Corporation, these By-Laws or any
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, it being the policy of the Corporation that
indemnification of the persons specified in this Article VIII shall be made to
the fullest extent permitted by law. The provisions of this Article VIII shall
not be deemed to preclude the indemnification of any person who is not specified
in Article VIII but whom the Corporation has the power or obligation to
indemnify under applicable law, or otherwise.





ARTICLE
IX





AMENDMENTS





Section
9.01   These By-Laws may be amended, altered and repealed, and
new By-Laws may be adopted, by the stockholders or the Board of Directors of the
Corporation at any regular or special meeting, except that Sections 2.01, 2.10,
2.11 and this Section 9.01 may only be amended by the vote of stockholders
entitled to cast at least 75% of the vote which all stockholders are then
entitled to cast with respect to such amendment. No provision of these By-Laws
shall vest any property or contract right in any stockholder.




15