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                                                                    EXHIBIT 3(c)



                                     BY-LAWS

                                       OF

                                 CBS CORPORATION


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                                  AS AMENDED TO

                                DECEMBER 1, 1997

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                                     BY-LAWS
                                       OF
                                 CBS CORPORATION
                                  
                                    ---------

                                    ARTICLE I
                            MEETINGS OF SHAREHOLDERS

        The annual meeting of the shareholders of the Company shall be held on
such date and at such hour as the Board of Directors may designate and on any
subsequent day or days to which such meeting may be adjourned, for the purpose
of electing directors and for the transaction of such other business as may
lawfully come before the meeting. If for any reason the annual meeting shall not
have been held on the day designated by the Board or on the day specified above,
the Board of Directors shall cause the annual meeting to be called and held as
soon thereafter as may be convenient.
        Special meetings of the shareholders of the Company may be called by the
Board of Directors or by the Chairman to be held on such date as the Board or
the Chairman shall determine. At an annual meeting of the shareholders, only
such business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must be (i)
specified in the notice of the meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (ii) otherwise brought before the
meeting by or at the direction of the Board of Directors or (iii) brought before
the meeting by a shareholder in accordance with the procedure set forth below.
For business to be properly brought before an annual meeting by a shareholder,
the shareholder must be entitled by Pennsylvania law to present such



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business and must have given written notice of such business, either by personal
delivery or by United States mail, postage prepaid, to the Secretary of the
Company not later than 90 days in advance of such meeting; provided, however,
that if such annual meeting of shareholders is held on a date other than the
last Wednesday of April, such written notice must be given within ten days after
the first public disclosure, which may include any public filing by the Company
with the Securities and Exchange Commission, of the date of the annual meeting.
Any such notice shall set forth as to each matter the shareholder proposes to
bring before the annual meeting: (a) a brief description of the business desired
to be brought before the meeting and the reasons for conducting such business at
the meeting, and in the event that such business includes a proposal to amend
the By-laws of the Company, the language of the proposed amendment; (b) the name
and address of the shareholder proposing such business; (c) a representation
that the shareholder is a holder of record of stock of the Company entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to propose such business; and (d) any material interest of any shareholder in
such business. No business shall be conducted at an annual meeting except in
accordance with this paragraph, and the chairman of any annual meeting of
shareholders may refuse to permit any business to be brought before such annual
meeting without compliance with the foregoing procedures.
        Subject to the rights of the holders of any class or series of stock
having a preference over the Common Stock of the Company as to dividends or upon
liquidation, nominations for the election of directors may be made by the Board
of Directors or by any shareholder entitled to vote for the election of
directors. Any shareholder entitled to vote for the election of directors may
nominate at a meeting persons for election as directors



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only if written notice of such shareholder's intent to make such nomination is
given, either by personal delivery or by United States mail, postage prepaid, to
the Secretary of the Company not later than: (i) with respect to an election to
be held at an annual meeting of shareholders, 90 days in advance of such meeting
(provided that if such annual meeting of shareholders is held on a date other
than the last Wednesday of April, such written notice must be given within ten
days after the first public disclosure, which may include any public filing by
the Company with the Securities and Exchange Commission, of the date of the
annual meeting); and (ii) with respect to an election to be held at a special
meeting of shareholders for the election of directors, the close of business on
the seventh day following the date on which notice of such meeting is first
given to shareholders. Each such notice shall set forth: (a) the name and
address of the shareholder who intends to make the nomination and of each person
to be nominated; (b) a representation that the shareholder is a holder of record
of stock of the Company entitled to vote at such meeting and intends to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice as directors; (c) a description of all arrangements or
understandings between the shareholder and each proposed 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; (d) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission were such nominee to be nominated by
the Board of Directors; and (e) the consent of each proposed nominee to serve as
a director of the Company if so elected. The chairman of any meeting of
shareholders to elect directors may refuse to permit the



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nomination of any person to be made without compliance with the foregoing
procedure.
        Every meeting of the shareholders, annual or special, shall be held at
such place within or without the Commonwealth of Pennsylvania as the Board of
Directors may designate or, in the absence of such designation, at the
registered office of the Company in the Commonwealth of Pennsylvania.
        Written notice of every meeting of the shareholders shall be given by,
or at the direction of, the person authorized to call the meeting, to each
shareholder of record entitled to vote at the meeting, at the shareholder's
address appearing on the books of the Company. The notice of every meeting of
the shareholders shall specify the place, day and hour of the meeting and, in
the case of a special meeting, the matter or matters to be acted upon at such
meeting. Only the matter or matters specified in the notice of a special meeting
shall be acted upon thereat. All notices of meetings of the shareholders shall
be provided in accordance with Pennsylvania law.
        The notice of every meeting of the shareholders may be accompanied by a
form of proxy approved by the Board of Directors in favor of such person or
persons as the Board of Directors may select.
        Except as otherwise provided by law or by the Restated Articles of the
Company, as from time to time amended (hereinafter called the Articles of the
Company), or by these By-laws, the presence in person or by proxy of
shareholders entitled to cast at least a majority of the votes that all
shareholders are entitled to cast on a particular matter shall constitute a
quorum at the meeting of shareholders, and all questions shall be decided by a
majority of the votes cast, in person or by proxy, at a duly organized meeting
by the holders of shares entitled to vote thereon. The shareholders present at
any duly



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organized meeting may continue to do business until adjournment, notwithstanding
the withdrawal of enough shareholders to leave less than a quorum.
        Any meeting of the shareholders may be adjourned from time to time,
without notice other than by announcement at the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided, that any meeting at which directors are to be
elected shall be adjourned only from day to day, or for such longer periods, not
exceeding fifteen days each, as the holders of a majority of the shares present
in person or by proxy shall direct, until such directors have been elected.
        If a meeting cannot be organized because of lack of a quorum, those
present may, except as otherwise provided by law, adjourn the meeting to such
time and place as they may determine, but in the case of any meeting called for
the election of directors those who attend the second of such adjourned
meetings, although less than a quorum, shall nevertheless constitute a quorum
for the purpose of electing directors.
        At each meeting, each shareholder entitled to vote may vote in person or
by proxy executed in writing by the shareholder or by his or her duly authorized
attorney-in-fact and filed with the Secretary of the Company. Except as
otherwise provided by law or the Articles of the Company or these By-laws, each
holder of record of shares of any class of the Company shall be entitled to one
vote, on each matter submitted to a vote at a meeting of the shareholders, and
in respect of which shares of such class shall be entitled to be voted, for
every share of such class standing in his or her name on the books of the
Company.

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                                   ARTICLE II
                        BOARD OF DIRECTORS - COMMITTEES -
                             THEIR POWERS AND DUTIES

        The business, affairs and property of the Company shall be managed and
controlled by a Board of Directors, which, except as otherwise provided by law
or the Articles of the Company, shall exercise all the powers of the Company.
The number, qualifications, manner of election, time and place of meeting,
compensation and powers and duties of the directors of the Company shall be
fixed from time to time by or pursuant to these By-laws. Nominees for election
to the Board of Directors who qualify as Independent Directors on the date of
their nomination shall be such that the majority of all directors holding office
immediately after such nomination, assuming the election of such nominees, shall
be Independent Directors.
        The number of directors which shall constitute the Board of Directors
shall be fixed from time to time by a vote of a majority of the Board of
Directors, provided, however, that the number of directors of the Company shall
be not less than three nor more than twenty-four. The shareholders shall, at
each annual meeting, elect directors, each of whom shall serve until the annual
meeting of shareholders next following his or her election and until his
successor is elected and shall qualify; provided, however, that directors with
terms expiring at the annual meetings of shareholders to be held in 1994 and
1995 shall serve until the expiration of their respective terms.
        Each election of directors by the shareholders shall be conducted by one
or three judges of election appointed by the Board of Directors in advance of
the meeting to act at that meeting and at any adjournment thereof. If any or all
of such appointees shall fail to appear or fail or refuse to act, the vacancy or
vacancies shall be filled by the Board of



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Directors or the presiding officer of the meeting. No person who is a candidate
for office to be filled at the meeting shall act as a judge.
        Except as the law may otherwise provide, the shareholders shall not
remove any director from office without assigning any cause (as such term is
defined in the Articles) prior to the expiration of the term of office unless
holders of at least 80% of the shares of capital stock of the Company entitled
to vote thereon, vote to remove the director from office.
        In case of any vacancy in the Board of Directors through death,
resignation, disqualification, removal, increase in the number of directors or
other cause, the remaining directors, though less than a quorum, by affirmative
vote of a majority thereof or by a sole remaining director, may fill such
vacancy to serve for the balance of the unexpired term and until his or her
successor shall have been elected and qualified; provided, however, that any
director elected to fill a vacancy for a director having a term expiring at the
annual meeting of shareholders to be held in 1994 or 1995 shall serve only until
the annual election of shareholders next following his or her election.
        There shall be a Compensation Committee, an Audit Review Committee, a
Committee on Environment and Health, and a Nominating and Governance Committee.
The Compensation Committee may determine to retain an independent compensation
consultant to assist it in carrying out its duties. Each of these committees
shall consist of not less than two members of the Board of Directors, at least
two of whom, on the date of their appointment to the committee, are Independent
Directors. All members of the Compensation Committee and the Nominating and
Governance Committee must, on the date of their appointment to said committee,
be Independent Directors. With respect to



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each such committee, the Board of Directors shall, by one or more resolutions
adopted by a majority of the whole Board, determine the duties and
responsibilities, determine the number of members, appoint the members and the
committee chair and fill each vacancy occurring in the membership.
        The Board of Directors may from time to time appoint such further
standing or special committees as it may deem in the best interest of the
Company, but no such committee shall have any powers, except such as are
expressly conferred upon it by the Board. Each committee referred to in this
Article II shall act only as a committee and the individual members shall have
no power as such.
        Each director shall be entitled to receive from the Company such annual
and other fees and compensation as the Board of Directors shall from time to
time determine and to be reimbursed for his reasonable expenses in connection
with attendance at meetings. Nothing herein contained shall preclude any
director from serving the Company or its subsidiaries in any other capacity and
receiving compensation therefor.
        For purposes of this Article II, the term "Independent Director" shall
mean a director who: (a) is not and has not been employed by the Company or a
subsidiary in an executive capacity within the five years immediately prior to
the annual meeting at which he or she will be voted upon; (b) is not an employee
or five percent or more owner of an entity that is a regular advisor or
consultant to the Company or its subsidiaries; (c) is not an employee or five
percent or more owner of a significant customer or supplier of the Company or
its subsidiaries; (d) does not have a personal services contract with the
Company or its subsidiaries; (e) is not employed by a tax-exempt organization
that receives significant contributions from the Company or its subsidiaries;
and (f) is not a



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spouse, parent, sibling, child, parent-in-law, brother or sister-in-law or son
or daughter-in-law of an officer of the Company.
        The Board of Directors shall have the exclusive right and power to
interpret and apply the provisions of this Article II, including, without
limitation, the adoption of written definitions of terms used in and guidelines
for its application (any such definitions and guidelines shall be filed with the
Secretary, and such definitions and guidelines as may prevail shall be made
available to any shareholder upon written request). Any such definitions or
guidelines and any other interpretation or application of the provisions of this
Article II made in good faith shall be binding and conclusive.

                                   ARTICLE III
                                  CONTRIBUTIONS

        The Board of Directors shall have the power, at any time and from time
to time, to make contributions and donations for the public welfare or for
religious, charitable, scientific or educational purposes.

                                   ARTICLE IV
                              ELECTION AND TERM OF
                       CHAIRMAN OF THE BOARD AND OFFICERS

        The Board of Directors shall elect a Chairman of the Board, who may be
designated an officer of the Company, a President or a Chief Executive Officer
or both, such Vice Presidents as may from time to time be necessary or
desirable, a Secretary and a Treasurer. There shall also be one or more
assistant secretaries and treasurers and such other officers and assistant
officers as the Board may deem appropriate. The Board of



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Directors shall elect all officers, except assistant officers.
        The term of office for all officers shall be until the organization
meeting of the Board of Directors following the next annual meeting of
shareholders and until their respective successors are elected or appointed and
shall qualify, or until their earlier death, resignation or removal. The
Chairman of the Board or any officer may be removed from office, either with or
without cause, at any time by the affirmative vote of the majority of the
members of the Board then in office. A vacancy in any office arising from any
cause may be filled for the unexpired term by the Board.

                                    ARTICLE V
                              MEETINGS OF DIRECTORS

        Regular meetings of the Board of Directors shall be held without notice
at such place or places either within or without the Commonwealth of
Pennsylvania, at such hour and on such day as may be fixed by resolution of the
Board of Directors.
        The Board of Directors shall meet for organization at its first regular
meeting after the annual meeting of shareholders or at a special meeting of the
Board of Directors called after the annual meeting of shareholders and prior to
said first regular meeting. If no special meeting of the Board of Directors for
organization shall be called, all provisions of these By-laws in respect of
notice of special meetings of the Board of Directors shall apply to the first
regular meeting of the Board of Directors held after the annual meeting of
shareholders.



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        Special meetings of the Board of Directors shall be held, whenever
called by the Chairman or by four directors or by resolution adopted by the
Board of Directors, at such place or places either within or without the
Commonwealth of Pennsylvania as may be stated in the notice of the meeting.
        Notice of the time and place of all special meetings of the Board of
Directors, and notice of any change in the time or place of holding the regular
meetings of the Board of Directors, shall be given to each director in person,
by telephone, 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 service, charges prepaid, or by facsimile
transmission, or by any type of electronic communication to the address (or to
the telephone, telex, TWX, fax or other number or address) supplied by the
director to the Corporation for the purpose of notice at least one day before
the day of the meeting; provided, however, that notice of any meeting need not
be given to any director if waived by such director in writing, whether before
or after the time stated therein, or if such director shall be present at the
beginning of such meeting and does not object to the transaction of business
because the meeting was not lawfully called or convened. If the notice is sent
by mail, telegraph or courier service, it shall be deemed to have been given to
the director when deposited in the United States mail or with a telegraph office
or courier service for delivery to the director or, in the case of telex, TWX,
fax or other electronic communication, it shall be deemed to have been given to
the director when dispatched. In the absence of any resolution of the Board of
Directors or any committee governing rules of procedure to the contrary, notice
of meetings of any committee referred



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to or provided for in these By-laws shall follow the same procedures as those
set forth in these By-laws for meetings of the Board of Directors.
        Except as otherwise provided in these By-laws, a majority of the
directors in office shall constitute a quorum of the Board competent to transact
business; but a lesser number may adjourn from day to day until a quorum is
present. Except as otherwise provided in these By-laws, all questions shall be
decided by a vote of a majority of the directors present.
        All or any number less than all of the directors may participate in a
meeting of the Board of Directors or of a committee of the Board of Directors by
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other.
        Each committee referred to or provided for in these By-laws shall have
authority, except as may otherwise be required by law or by resolution of the
Board of Directors, to fix its own rules of procedure and to meet where and as
provided by such rules. The presence at any meeting of any such committee of a
majority of the members, including alternate members thereof, shall be necessary
to constitute a quorum for the transaction of business and in every case the
affirmative vote of a majority of such members present at any meeting shall be
necessary for the adoption of any resolution of such committee. In the absence
or disqualification of any member of such committee or committees, the member or
members thereof, including alternate members, present at any meeting and not
disqualified from voting, whether or not he, she or they constitute a quorum,
may unanimously appoint another director to act at the meeting in the place of
any such absent or disqualified member.



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                                   ARTICLE VI
                              CHAIRMAN OF THE BOARD

        The Chairman of the Board shall preside at all meetings of the Board of
Directors at which he or she is present and shall call meetings of the Board and
Board committees when he or she deems them necessary. Unless otherwise precluded
from doing so by these By-laws, the Chairman of the Board may be a member of the
committees of the Board. He or she shall act as chairman at all meetings of the
shareholders at which he or she is present unless he or she elects that the
Chief Executive Officer shall so preside. The Chairman of the Board may be
designated by the Board as an officer of the Company and may be elected by the
Board as the Chief Executive Officer. The Chairman of the Board shall perform
all duties as may be assigned to him or her by the Board of Directors.

                                   ARTICLE VII
                       PRESIDENT; CHIEF EXECUTIVE OFFICER

        The President shall have such powers and duties as may, from time to
time, be prescribed by the Board of Directors or the Chairman of the Board.
Unless the Board of Directors shall otherwise direct, the President shall be the
Chief Executive Officer of the Company. In the absence of the Chairman of the
Board, the President or, if none, the Chief Executive Officer shall perform the
duties and have the powers of the Chairman of the Board, as determined by the
Board of Directors.
        The Chief Executive Officer shall have general charge of the affairs of
the Company, subject to the control of the Board of Directors. He or she may
appoint all officers and employees of the Company for whose election no other
provision is made in these



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By-laws, and may discharge or remove any officer or employee, subject to action
thereon by the Board of Directors as required by these By-laws. The Chief
Executive Officer shall be the officer through whom the Board delegates
authority to corporate management, and shall be responsible to see that all
orders and resolutions of the Board are carried into effect by the proper
officers or other persons. The Chief Executive Officer shall also perform all
duties as may be assigned to him or her by the Board of Directors.

                                  ARTICLE VIII

                                    SECRETARY

        The Secretary shall attend meetings of the shareholders and the Board of
Directors, shall keep minutes thereof in suitable books, and shall send out all
notices of meetings as required by law or by these By-laws. He or she shall, in
general, perform all duties incident to the office of the Secretary and perform
such other duties as may be assigned to him or her by the Board, the Chairman of
the Board or the President.

                                   ARTICLE IX

                                    TREASURER

        The Treasurer shall have custody of, and shall manage and invest, all
moneys and securities of the Company, and shall have such powers and duties as
generally pertain to the office of Treasurer.
        To the extent not invested, the Treasurer shall deposit all moneys in
such banks or other places of deposit as the Board of Directors may from time to
time designate or as may be designated by any officer or officers of the Company
so authorized by resolution of the Board of Directors. Unless otherwise provided
by the Board of Directors, all checks,



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drafts, notes and other orders for the payment of money from a disbursing
account shall be signed by the Treasurer or such person or persons as may be
designated by name by the Treasurer in writing. The Treasurer's signature and,
if authorized by the Treasurer in writing, the signature of such person or
persons as may be designated by the Treasurer as provided above, to a check,
draft, note or other order for the payment of money from a disbursing account
may be by facsimile or other means. Procedures for withdrawal of moneys from
accounts other than disbursing accounts shall be established from time to time
by the Treasurer.
        The Treasurer shall have such other powers and perform such other duties
as may be assigned by the Board of Directors. The Chief Financial Officer of the
Company shall have all of the powers granted to the Treasurer under these
By-laws, including the power to sign any check, draft, note or other order for
the payment of money from a disbursing account, including by facsimile signature
or other means.

                                    ARTICLE X

           ASSISTANT SECRETARY, ASSISTANT TREASURER AND OTHER OFFICERS

     In the event of the absence or inability to serve of the Secretary, an
assistant secretary shall perform all the duties of the Secretary; and in the
event of the absence or inability to serve of the Treasurer, an assistant
treasurer shall perform all the duties of the Treasurer.



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        The powers and duties of other officers of the Company shall be such as
may, from time to time, be prescribed by the Board of Directors, the Chairman of
the Board, the President or the Chief Executive Officer.
        In case of the absence of any officer of the Company, or for any other
reason that the Board of Directors may deem sufficient, the Board, or in the
absence of action by the Board, the Chief Executive Officer, or in his or her
absence, the President, or in his or her absence, the Chairman of the Board, may
delegate for the time being the powers and duties of any officer to any other
officer or to any director.

                                   ARTICLE XI
                                 CORPORATE SEAL

        The Company shall have a corporate seal, which shall contain within a
circle the name of the Company, together with the following: "Incorporated
1872".

                                   ARTICLE XII
                              CERTIFICATES OF STOCK

        The shares of stock of the Company shall be represented by certificates
of stock, signed by the President or one of the Vice Presidents or other officer
designated by the Board of Directors, countersigned by the Treasurer or an
assistant treasurer and sealed with the corporate seal of the Company; and if
such certificates of stock are signed or countersigned by a corporate transfer
agent or a corporate registrar of this Company, such signature of the President,
Vice President or other officer, such counter-signature of the


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Treasurer or assistant treasurer, and such seal, or any of them, may be executed
in facsimile, engraved or printed.

                                  ARTICLE XIII
                               TRANSFERS OF STOCK

        Transfers of shares of stock of the Company shall be made on the books
of the Company by the holder of record thereof or his or her legal
representative, acting by his or her attorney-in-fact duly authorized by written
power of attorney filed with the Secretary of the Company, or with one of its
transfer agents, and on surrender for cancellation of the certificate or
certificates for such shares. Except as otherwise provided in these By-laws, the
person in whose name shares of stock stand on the books of the Company shall be
deemed the owner thereof for all purposes as regards the Company. The Company
may have one or more transfer offices or agencies and/or registrars for the
transfer and/or registration of shares of stock of the Company.
        The Board of Directors may fix in advance a time, which shall not be
more than ninety days prior to the date of any meeting of shareholders, or the
date 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 shareholders 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 of any such
change, conversion or exchange of shares; and in such case only shareholders of
record at the time so fixed as a record date shall be entitled to notice of, or
to vote at, such meeting or to vote at any adjournment thereof, or to receive
payment of such dividend or distribution,



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or to receive such allotment of rights, or to exercise such rights, as the case
may be, notwithstanding any transfer of stock on the books of the Company after
any such record date fixed as aforesaid.

                                   ARTICLE XIV
                                     RIGHTS

        Those rights having the terms provided under the Rights Agreement
between CBS Corporation and First Chicago Trust Company of New York (the "Rights
Agent") dated as of December 28, 1995, as it may be amended from time to time
(the "Rights" and the "Rights Agreement") and issued to or Beneficially Owned by
Acquiring Persons or their Affiliates or Associates (as such terms are defined
in the Rights Agreement) shall, under certain circumstances as provided in the
Rights Agreement, be null and void and may not be transferred to any person.

                                   ARTICLE XV
                                   FISCAL YEAR

        The fiscal year of the Company shall be the calendar year.

                                   ARTICLE XVI
                             CERTAIN ISSUES OF STOCK

        The Company may from time to time issue shares of its stock and may
create and issue (whether or not in connection with the issuance of any of its
shares or other securities) option rights or securities having conversion or
option rights entitling the holders thereof to purchase or acquire shares,
option rights, securities having conversion or option



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rights, or obligations, of any class or series, or assets of the Company, or to
purchase or acquire from the Company shares, option rights, securities having
conversion or option rights, or obligations, of any class or series owned by the
Company and issued by any other person. Such shares, rights or securities may be
issued to directors, officers (including assistant officers) or employees of the
Company or any of its subsidiaries or to such other persons as the Company may
determine appropriate.

                                  ARTICLE XVII
                                 INDEMNIFICATION

         A. Indemnification Provisions Applicable to Proceedings Not Covered by
            Section B of this Article.

        Every person who is or was a director, officer or employee of the
Company, or of any other corporation which he or she serves or served as such at
the request of the Company, shall, in accordance with this Article XVII but not
if prohibited by law, be indemnified by the Company as hereinafter provided
against reasonable expense and any liability paid or incurred by him or her in
connection with or resulting from any threatened or actual claim, action, suit
or proceeding (whether brought by or in the right of the Company or such other
corporation or otherwise), civil, criminal administrative or investigative, in
which he or she may be involved, as a party or otherwise, by reason of his or
her being or having been a director, officer or employee of the Company or such
other corporation, whether or not he or she continues to be such at the time
such expense or liability shall have been paid or incurred.
        As used in this Article XVII, the term "expense" shall mean counsel fees
and disbursements and all other expenses (except any liability) relating to any
such claim,



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action, suit or proceeding, and the term "liability" shall mean amounts of
judgments, fines or penalties against, and amounts paid in settlement by, a
director, officer or employee with respect to any such claim, action, suit or
proceeding.
        Any person referred to in the first paragraph of this Article XVII who
has been wholly successful, on the merits or otherwise, with respect to any
claim, action, suit or proceeding of the character described in such first
paragraph shall be reimbursed by the Company for his or her reasonable expense.
        Any other person claiming indemnification under the first paragraph of
this Article XVII shall be reimbursed by the Company for his or her reasonable
expense and for any liability (other than any amount paid to the Company) if a
Referee shall deliver to the Company his or her written finding that such person
acted, in good faith, in what he or she reasonably believed to be the best
interests of the Company, and in addition with respect to any criminal action or
proceeding, reasonably believed that his or her conduct was lawful. The
termination of any claim, action, suit or proceeding by judgment, settlement
(whether with or without court approval), adverse decision or conviction after
trial or upon a plea of guilty or of nolo contendere, or its equivalent, shall
not create a presumption that a director, officer or employee did not meet the
foregoing standards of conduct. The person claiming indemnification shall at the
request of the Referee appear before him or her and answer questions which the
Referee deems relevant and shall be given ample opportunity to present to the
Referee evidence upon which he or she relies for indemnification; and the
Company shall, at the request of the Referee, make available to the Referee
facts, opinions or other evidence in any way relevant for his or her finding
which are within the possession or control of the Company. As used in this
Article XVII,



                                      -20-
<PAGE>   22

the term "Referee" shall mean independent legal counsel (who may be regular
counsel of the Company), or other disinterested person or persons, selected to
act as such hereunder by the Board of Directors of the Company, whether or not a
disinterested quorum exists.
        Any expense incurred with respect to any claim, action, suit or
proceeding of the character described in the first paragraph of this Article
XVII may be advanced by the Company prior to the final disposition thereof upon
receipt of an undertaking made by or on behalf of the recipient to repay such
amount if it is ultimately determined that he or she is not indemnified under
this Article XVII.
        The rights of indemnification provided in this Article XVII shall be in
addition to any rights to which any such director, officer or employee may
otherwise be entitled by contract or as a matter of law and, in the event of
such person's death, such rights shall extend to his or her heirs and legal
representatives.

         B. Indemnification Provisions Applicable to Proceedings Based on Acts
            or Omissions on or after January 27, 1987.

        SECTION 1.  Right to Indemnification and Effect of Amendments.
        (a) Right to Indemnification. The Company, unless prohibited by
applicable law, shall indemnify any person who is or was a director or officer
of the Company and who is or was involved in any manner (including, without
limitation, as a party or a witness) or is threatened to be made so involved in
any threatened, pending or completed investigation, claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
Proceeding) (whether or not the indemnified liability arises or arose from any
threatened, pending or completed Proceeding by or in the right of the Company)
by reason of the fact



                                      -21-
<PAGE>   23

that such person is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise (including, without limitation, any employee benefit plan) (a Covered
Entity) against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such Proceeding; provided, however, that except as provided in
Section 4(c) of this Article, the foregoing shall not apply to a director or
officer of the Company with respect to a Proceeding that was commenced by such
director or officer. Any director or officer of the Company entitled to
indemnification as provided in this Section 1, is hereinafter called an
"Indemnitee." Any right of an Indemnitee to indemnification shall be a contract
right and shall include the right to receive, prior to the conclusion of any
Proceeding, payment of any expenses incurred by the Indemnitee in connection
with such Proceeding, consistent with the provisions of applicable law as then
in effect and the other provisions of this Article.
        (b) Effect of Amendments. Neither the alteration, amendment or repeal
of, nor the adoption of a provision inconsistent with, any provision of this
Article (including, without limitation, this Section 1(b)) shall adversely
affect the rights of any director or officer under this Article with respect to
any Proceeding commenced or threatened, or any alleged act or omission, prior to
such alteration, amendment, repeal or adoption of an inconsistent provision,
without the written consent of such director or officer.
        SECTION 2. Insurance; Contracts and Funding. The Company may purchase
and maintain insurance to protect itself and any indemnified person against any
expenses, judgments, fines and amounts paid in settlement as specified in
Section 1 or Section 5 of



                                      -22-
<PAGE>   24

this Article or incurred by any indemnified person in connection with any
Proceeding referred to in such Sections, to the fullest extent permitted by
applicable law as then in effect. The Company may enter into contracts with any
director, officer, employee or agent of the Company or of any Covered Entity in
furtherance of the provisions of this Article and may create a trust fund, grant
a security interest or use other means (including, without limitation, a letter
of credit) to insure the payment of such amounts as may be necessary to effect
indemnification as provided in this Article.
        SECTION 3. Indemnification and Not Exclusive Right. The right of
indemnification provided in this Article shall not be exclusive of any other
rights to which any indemnified person may otherwise be entitled, and the
provisions of this Article shall inure to the benefit of the heirs and legal
representatives of any indemnified person under this Article and shall be
applicable to Proceedings arising from acts or omissions occurring on or after
January 27, 1987.
        SECTION 4. Advancement of Expenses; Request for Indemnification;
Remedies; Presumptions and Defenses. In furtherance, but not in limitation of
the foregoing provisions, the following procedures, presumptions and remedies
shall apply with respect to advancement of expenses and the right to
indemnification under this Article:
        (a) Advancement of Expenses. All reasonable expenses incurred by or on
behalf of the Indemnitee in connection with any Proceeding (including any
Proceeding commenced by the Indemnitee under Section 4(c) but excluding any
other Proceeding commenced by the Indemnitee) shall be advanced to the
Indemnitee by the Company within 20 days after the receipt by the Company of a
statement or statements from the Indemnitee requesting such advance or advances
from time to time, whether prior to or



                                      -23-
<PAGE>   25

after final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the expenses incurred by the Indemnitee and, if required by
law at the time of such advance, shall include or be accompanied by an
undertaking by or on behalf of the Indemnitee to repay the amounts advanced if
it should ultimately be determined that the Indemnitee is not entitled to be
indemnified against such expenses pursuant to this Article.
        (b) Request for Indemnification. To obtain indemnification under this
Article, an Indemnitee shall submit to the Secretary of the Company a written
request, including such documentation and information as is reasonably available
to the Indemnitee and reasonably necessary to determine whether and to what
extent the Indemnitee is entitled to indemnification (the Supporting
Documentation).
        (c) Remedies; Presumptions and Defenses. If (i) expenses are not
advanced in full within 20 days after receipt by the Company of the statement or
statements and the undertaking (if an undertaking is required by law, By-law,
agreement or otherwise at the time of such advance) required by Section 4(a) of
this Article, or (ii) indemnification is not paid in full within 60 days after
receipt by the Company of the written request for indemnification and Supporting
Documentation required by Section 4(b) of this Article, then the person claiming
advancement of expenses or indemnification shall be entitled to seek judicial
enforcement of the Company's obligation to pay such advancement of expenses or
indemnification. It shall be a defense to any Proceeding seeking judicial
enforcement of the Company's obligation to pay indemnification that the conduct
of the person claiming indemnification was such that under Pennsylvania law the
Company is prohibited from indemnifying such person for the amount claimed. The
Company shall have the burden of proving such defense. Neither the failure of
the Company (including its



                                      -24-
<PAGE>   26

Board of Directors, independent legal counsel and its shareholders) to have made
a determination prior to the commencement of such Proceeding that
indemnification is proper in the circumstances, nor an actual determination by
the Company (including its Board of Directors, independent legal counsel or its
shareholders) that such indemnification is prohibited by law, shall be a defense
to a Proceeding seeking enforcement of the provisions of this Article or create
a presumption that such indemnification is prohibited by law. The only defense
to any such Proceeding to receive payment of expenses in advance shall be
failure to make an undertaking to reimburse, if such an undertaking is required
by law, By-law, agreement or otherwise. Notwithstanding the foregoing, the
Company may bring an action, in an appropriate court in the Commonwealth of
Pennsylvania or any other court of competent jurisdiction, contesting the right
of a person claiming advancement of expenses or indemnification to receive such
advancement or indemnification hereunder because such advancement or
indemnification is prohibited by law; provided, however, that in any such action
the Company shall have the burden of proving that such advancement or
indemnification is prohibited by law.
        The Company shall be precluded from asserting in any action or
Proceeding commenced pursuant to this Section 4(c) that the procedure and
presumptions of this Article are not valid, binding and enforceable and shall
stipulate in any such court that the Company is bound by all the provisions of
this Article.
        If the person claiming advancement of expenses or indemnification,
pursuant to this Section 4(c), seeks to enforce his or her rights under, or to
recover damages for breach of this Article, that person shall be entitled to
recover from the Company, and shall be indemnified by the Company against, any
expenses actually and reasonably incurred by such person if such person prevails
in such Proceeding. If it shall be determined in such Proceeding that such
person is entitled to receive part but not all of the indemnification or
advancement of expenses sought, the expenses incurred by



                                      -25-
<PAGE>   27

such person in connection with such Proceeding shall be prorated accordingly.
        SECTION 5. Indemnification of Employees and Agents. Notwithstanding any
other provision or provisions of this Article, the Company, unless prohibited by
applicable law, may indemnify any person other than a director or officer of the
Company who is or was an employee or agent of the Company and who is or was
involved in any manner (including, without limitation, as a party or a witness)
or is threatened to be made so involved in any threatened, pending or completed
Proceeding by reason of the fact that such person is or was a director, officer,
employee or agent of a Covered Entity against all expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such Proceeding. The Company may also
advance expenses incurred by such employee or agent in connection with any such
Proceeding, consistent with the provisions of applicable law as then in effect.
        SECTION 6. Severability. If any provision or provisions of this Article
shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of
this Article (including, without limitation, all portions of any Section of this
Article containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby; and (b) to the fullest extent
possible, the provisions of this Article (including, without limitation, all
portions of any Section of this



                                      -26-
<PAGE>   28

Article containing any such provision held to be invalid, illegal or
unenforceable, that are not themselves invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held
invalid, illegal or unenforceable.

                                  ARTICLE XVIII
                               DIRECTOR LIABILITY

        To the fullest extent that the law of the Commonwealth of Pennsylvania,
as it exists on January 27, 1987, or as it may thereafter be amended, permits
the elimination of the liability of directors, no director of the Company shall
be liable for monetary damages for any action taken, or any failure to take any
action. This Article shall not apply to any breach of performance of duty or any
failure of performance of duty by any director occurring prior to January 27,
1987. No amendment to or repeal of this Article shall apply to or have any
effect on the liability or alleged liability of any director of the Company for
or with respect to any act or failure to act on the part of such director
occurring prior to such amendment or repeal.

                                   ARTICLE XIX
                              PENNSYLVANIA OPT OUT

         A. "Subsections (e) through (g) of Section 1721, "Board of Directors,"
of Title 15 of the Pennsylvania Consolidated Statutes, or any successor
subsections thereto, shall not be applicable to the Company.



                                      -27-
<PAGE>   29


         B. Subchapter G, "Control-Share Acquisitions," of Chapter 25, Title 15
of the Pennsylvania Consolidated Statutes, or any successor subchapter thereto,
shall not be applicable to the Company.
         C. Subchapter H, "Disgorgement By Certain Controlling Shareholders
Following Attempts to Acquire Control," of Chapter 25, Title 15 of the
Pennsylvania Consolidated Statutes, or any successor subchapter thereto, shall
not be applicable to the Company."

                                   ARTICLE XX
                                   AMENDMENTS

         The By-laws of the Company, regardless of whether adopted by the
shareholders or by the Board of Directors, may be altered, amended or repealed
by the Board of Directors, to the extent permitted by applicable law, or,
subject to Article I hereof, by the shareholders. Such action at a meeting of
the Board of Directors shall be taken by the affirmative vote of a majority of
the members of the Board of Directors in office at the time; and such action by
the shareholders shall be taken by the affirmative vote of the holders of 80% of
the shares of capital stock of the Company entitled to vote thereon.
         These By-laws are subject to any requirements of law, any provisions of
the Articles of the Company, as from time to time amended, and any terms of any
series of preferred stock or any other securities of the Company.



                                      -28-
<PAGE>   30


                                   ARTICLE XXI
                            CONFIDENTIALITY IN VOTING
         Shareholders shall be provided permanent confidentiality in all voting,
except as necessary to meet applicable legal requirements. The Company shall
engage the services of an independent third party to receive, inspect, count and
tabulate proxies. A representative of the independent third party shall also act
as a judge of election at the annual meeting of shareholders.





                                      -29-
<PAGE>   31



                                TABLE OF CONTENTS
                                -----------------
                                                                            Page

Article I                  Meetings of Shareholders............................1

Article II                 Board of Directors - Committees -
                           Their Powers and Duties.............................6

Article III                Contributions.......................................9

Article IV                 Election and Term of Chairman of
                           the Board and Officers..............................9

Article V                  Meetings of Directors..............................10

Article VI                 Chairman of the Board..............................13

Article VII                President; Chief Executive Officer.................13

Article VIII               Secretary..........................................14

Article IX                 Treasurer..........................................14

Article X                  Assistant Secretary, Assistant Treasurer
                           and Other Officers.................................15

Article XI                 Corporate Seal.....................................16

Article XII                Certificates of Stock..............................16

Article XIII               Transfers of Stock.................................17

Article XIV                Rights.............................................18

Article XV                 Fiscal Year........................................18

Article XVI                Certain Issues of Stock............................18

Article XVII               Indemnification....................................19

Article XVIII              Director Liability.................................27

Article XIX                Pennsylvania Opt Out...............................27

Article XX                 Amendments.........................................28

Article XXI                Confidentiality in Voting..........................29