BY-LAWS
                                       OF
                                DEB SHOPS, INC.
 
ARTICLE I - OFFICES
 
         Section l-l. Registered Office. The registered office of the
Corporation shall be located within the Commonwealth of Pennsylvania, at such
place as the Board of Directors shall, from time to time, determine.
 
         Section 1-2. Other Offices. The Corporation may also have offices at
such other places within or without the Commonwealth of Pennsylvania, as the
Board of Directors may, from time to time, determine.
 
ARTICLE II - SHAREHOLDERS' MEETINGS
 
         Section 2-1. Place of Shareholders' Meetings. Meetings of shareholders
shall be held at such places within or without the Commonwealth of Pennsylvania
as may be fixed by the Board of Directors, from time to time. If no such place
is fixed by the Board of Directors, meetings of the shareholders shall be held
at the registered office of the Corporation.
 
         Section 2-2. Annual Meeting. A meeting of the shareholders of the
Corporation shall be held in each calendar year, commencing with the year 1984,
on such date and at
 
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such time as the Board of Directors may determine, or if the Board of Directors
fails to set a date and time on the third Wednesday of May at ten o'clock A.M.,
if not a legal holiday, and if such day is a legal holiday, then such meeting
shall be held on the next business day.
 
         At such annual meeting, there shall be held an election of Directors.
 
         Unless the Board of Directors shall deem it advisable, financial
reports of the Corporation's business need not be sent to the shareholders and
need not be presented at the annual meeting. If any report is deemed advisable
by the Board of Directors, such report may contain such information as the Board
of Directors shall determine and need not be certified by a Certified Public
Accountant unless the Board of Directors shall so direct.
 
         Section 2-3. Special Meetings. Except as otherwise specifically
provided by law, special meetings of the shareholders may be called at any time:
 
         (a) By the President of the Corporation; or
 
         (b) By a majority of the Board of Directors; or
 
         (c) By shareholders entitled to cast at least one-fifth of the votes
which all shareholders are entitled to cast at the meeting.
 
         Upon the written request of any person or persons entitled to call a
special meeting, which request shall set
 
                                      -2-
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forth the purpose for which the meeting is desired, it shall be the duty of the
Secretary to fix the date of such meeting to be held at such time, not less than
five nor more than sixty days after the receipt of such request, as the
Secretary may determine, and to give due notice thereof. If the Secretary shall
neglect or refuse to fix the date of such meeting and to give notice thereof
within five days after receipt of such request, the person or persons calling
the meeting may do so.
 
         Section 2-4. Notices of Shareholders' Meetings. Written notice stating
the date, place and hour and, if required by law or these By-laws, the purpose,
of any meeting of the shareholders, shall be given to each shareholder of record
entitled to vote at the meeting at least five days prior to the day named for
the meeting, unless otherwise required by law. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
shareholder at his address as it appears on the records of the Corporation. Such
notices may be given at the discretion of, or in the name of, the Board of
Directors, President, Vice President, Secretary or Assistant Secretary. When a
meeting is adjourned, it shall not be necessary to give any notice of the
adjourned meeting or of the business to be transacted at an adjourned meeting,
other than by announcement at the meeting at which such adjournment is taken.
 
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         Section 2-5. Quorum of and Action by Shareholders. Unless otherwise
provided in the Articles of Incorporation, or in a By-law adopted by the Board
of Directors or by the shareholders, the presence, in person or by proxy, of
shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast on a particular matter shall constitute a
quorum for the purpose of considering such matter, and, unless otherwise
specifically provided by law, the acts, at a duly organized meeting, of the
shareholders present, in person or by proxy, entitled to cast at least a
majority of the votes which all shareholders present are entitled to cast, shall
be the acts of the shareholders. The shareholders present at a duly organized
meeting can continue to do business until adjournment, not-withstanding the
withdrawal of enough shareholders to leave less than a quorum. If a meeting
cannot be organized because a quorum has not attended, 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 shareholders who attend the second of such adjourned meetings,
although less than a quorum as fixed in this Section, or in the Articles of
Incorporation, shall nevertheless constitute a quorum for the purpose of
electing Directors.
 
                                      -4-
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         Section 2-6. Voting. At least five days before any meeting of
shareholders, the officer or agent having charge of the transfer books of the
Corporation shall make a complete list of the shareholders entitled to vote at
such meeting, arranged in alphabetical order with the address of and the number
of shares held by each, which list shall be kept on file at the registered
office of the Corporation and shall be subject to inspection by any shareholder
at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting.
 
         At all shareholders' meetings, shareholders entitled to vote may attend
and vote either in person or by proxy. All proxies shall be in writing, executed
by the shareholder or by his duly authorized attorney in fact, and shall be
filed with the Secretary of the Corporation. A proxy, unless coupled with an
interest, shall be revocable at will, notwithstanding any other agreement or any
provision in the proxy to the contrary, but the revocation of a proxy shall not
be effective until the notice thereof has been given to the Secretary of the
Corporation. No unrevoked proxy shall be valid after eleven months from the date
of execution, unless a longer time is expressly provided therein; but in no
event shall a proxy, unless coupled with
 
                                      -5-
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an interest, be voted on after three years from the date of its execution.
 
         Except as otherwise specifically provided by law, all matters coming
before the meeting shall be determined by a vote of shares. Such vote shall be
taken by voice unless a shareholder demands before the election begins that it
be taken by ballot, in which event the vote shall be taken by written ballot,
and the Judge or Judges of Election or, if none, the Secretary of the Meeting,
shall tabulate and certify the results of such vote.
 
         Section 2-7. Participation in Meetings by Conference Telephone. Any
shareholder who is otherwise entitled to participate in any meeting of the
shareholders may attend, be counted for the purposes of determining a quorum and
exercise all rights and privileges to which he might be entitled were he
personally in attendance, including the right to vote, by means of a conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.
 
         Section 2-8. Action by Unanimous Consent of Shareholders. Any action
which may be taken at a meeting of the shareholders or a class of shareholders
may be taken without a meeting if a consent or consents in writing, setting
forth the action so taken, shall be signed by all of the shareholders who would
be entitled to vote at a meeting for such
 
                                      -6-
<PAGE>
 
purpose and shall be filed with the Secretary of the Corporation. Insertion in
the minute book of the Corporation shall be deemed filing with the Secretary
regardless of whether the Secretary or some other authorized person has actual
possession of the minute book. Written consents by all of the shareholders
executed pursuant to this Section 2-8 may be executed in any number of
counterparts and shall be deemed effective as of the date set forth therein.
 
         Section 2-9. Action by Less than Unanimous Consent of Shareholders.
Only if the Articles of Incorporation so provide, any action which may be taken
at a meeting of the shareholders or of a class of shareholders may be taken
without a meeting, if a consent or consents in writing to such action, setting
forth the action so taken, shall be (1) signed by shareholders entitled to cast
not less than the larger of (a) two-thirds of the total number of votes which
all shareholders of the corporation or of a class of shareholders would be
entitled by the Articles of Incorporation to cast upon such action or (b) the
minimum percentage of the vote required by law, if any, for the proposed action,
and (2) shall be filed with the Secretary of the Corporation. Insertion in the
minute book of the Corporation shall be deemed filing with the Secretary
regardless of whether the Secretary or some other authorized person has actual
possession of the minute book. Written consents executed
 
                                      -7-
<PAGE>
 
pursuant to this Section 2-9 may be executed in any number of counterparts. Such
action shall not become effective until after at least ten days' written notice
of such action shall have been given to each Shareholder of record entitled to
vote thereon. This paragraph shall not be applicable to any action with respect
to any plan or amendment of the Articles of Incorporation to which Section 515
of the Pennsylvania Business Corporation Law, concerning dissenters rights, is
applicable.
 
 
         Section 2-10. Nominations of Directors. Nominations for the election of
Directors may be made by the Board of Directors, by a committee appointed by the
Board of Directors with authority to do so or by any shareholder of record
entitled to vote in the election of Directors who is a shareholder at the record
date of the meeting and also on the date of the meeting at which Directors are
to be elected; provided, however, that with respect to a nomination made by a
shareholder, such shareholder must provide timely written notice to the Chairman
of the Board of Directors of the Corporation in accordance with the following
requirements:
 
                  (a) To be timely, a shareholder's notice must be delivered to,
or mailed and received at, the principal executive offices of the Corporation
addressed to the attention of the Chairman of the Board of Directors (i) in the
case of an annual meeting that is called for a date that is within 30 days
before or after the anniversary date of the immediately preceding annual meeting
of stockholders, not less than 120 days nor more than 150 days prior to the date
of the Corporation's proxy statement released to shareholders in connection with
the previous year's annual meeting, (ii) in the case of an annual meeting that
is called for a date that is not within 30 days before or after the anniversary
date of the immediately preceding annual meeting, a reasonable time (as
determined by the Board of Directors in its discretion) before the Corporation
begins to print and mail its proxy material for such meeting, or (iii) in the
case of a special meeting of shareholders called for the purpose of electing
directors, a reasonable time (as determined by the Board of Directors in its
discretion) before the date of such meeting; and
 
                  (b) Each such written notice must set forth: (i) the name and
address of the shareholder who intends to make the nomination ("Nominating
Shareholder"); (ii) the name and address of the beneficial owner, if different
than the Nominating Shareholder, of any of the shares owned of record by the
Nominating Shareholder ("Beneficial Holder"); (iii) the number of shares of each
class and series of shares of the Corporation which are owned of record and
beneficially by the Nominating Shareholder and the number which are owned
beneficially by any Beneficial Holder; (iv) a description of all arrangements
and understandings between the Nominating Shareholder and any Beneficial Holder
and any other person or persons (naming such person or persons) pursuant to
which the nomination is being made; (v) the name and address of the person or
persons to be nominated; (vi) a representation that the Nominating Shareholder
is at the time of giving of the notice, was or will be on the record date for
the meeting, and will be on the meeting date a holder of record of shares of the
Corporation 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; (vii) such other information regarding each nominee proposed by the
Nominating Shareholder as would have been required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and Exchange
Commission had the nominee been nominated, or intended to be nominated, by the
Board of Directors; and (viii) the written consent of each nominee to serve as a
director of the Corporation if so elected. The presiding officer of the meeting
may, in such officer's sole discretion, refuse to acknowledge the nomination of
any person which the presiding officer determines is not made in compliance with
the foregoing procedure.
 
ARTICLE III - BOARD OF DIRECTORS
 
         Section 3-1. Number. The business and affairs of Corporation shall be
managed by a Board of Directors consisting of not less than three nor more than
nine members, the precise number to be determined from time to time by
resolution of the Board.
 
         Section 3-2. Place of Meeting. Meetings of the Board of Directors may
be held at such place within the Commonwealth of Pennsylvania or elsewhere as a
major city of the Directors may from time to time appoint or as may be
designated in the notice calling the meeting.
 
         Section 3-3. Regular Meetings. A regular meeting of the Board of
Directors shall be held annually, immediately following the annual meeting of
shareholders at the place where such meeting of the shareholders is held or at
such
 
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other place, date and hour as a majority of the newly elected Directors may
designate. At such meeting the Board of Directors shall elect officers of the
Corporation. In addition to such regular meeting, the Board of Directors shall
have the power to fix by resolution the place, date and hour of other regular
meetings of the Board.
 
         Section 3-4. Special Meetings. Special meetings of the Board of
Directors shall be held whenever ordered by the President, by a majority of the
executive committee, if any, or by three Directors, provided however in the
event that the Board shall consist of five or fewer Directors, by a majority of
the Directors in office.
 
         Section 3-5. Participation in Meetings by Conference Telephone. Any
director may participate in any meeting of the Board of Directors or of any
committee (provided he is otherwise entitled to participate), be counted for
the purpose of determining a quorum thereof and exercise all rights and
privileges to which he might be entitled were he personally in attendance,
including the right to vote, by means of conference telephone or other similar
communications equipment by means of which all persons on the meeting can hear
each other.
 
                                      -9-
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         Section 3-6. Notices of Meeting of Board of Directors.
 
         (a) Regular Meetings. No notice shall be required to be given of any
regular meeting, unless the same is held at other than the time or place for
holding such meetings as fixed in accordance with Section 3-3 of these By-Laws,
in which event one day's notice shall be given of the time and place of such
meeting.
 
         (b) Special Meetings. Written notice stating the date, place and hour
of any special meeting of the Board of Directors shall be given at least one day
prior to the date named for the meeting.
 
         Section 3-7. Quorum. A majority of the Directors in office shall be
necessary to constitute a quorum for the transaction of business, and the acts
of a majority of the Directors present at a meeting at which a quorum is present
shall be considered as the acts of the Board of Directors. If there is less than
a quorum present at a duly convened meeting of the Board of Directors, the
majority of those present may adjourn the meeting from time to time and place to
place.
 
         Section 3-8. Informal Action by the Board of Directors. Any action
which may be taken at a meeting of the Board of Directors, or of any committee
of the Board of Directors, may be taken without a meeting if a consent or
 
                                      -10-
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consents in writing, setting forth the action so taken, shall be signed by all
of the Directors, or members of the committee, as the case may be, and shall be
filed with the Secretary of the Corporation. Insertion in the minute book of the
Corporation shall be deemed filing with the Secretary regardless of whether the
Secretary or some other authorized person has actual possession of the minute
book. Written consents by all of the Directors or the members of any committee
of the Board of Directors executed pursuant to this Section 3-8 may be executed
in any number of counterparts and shall be deemed effective as of the date set
forth therein.
 
         Section 3-9. Powers.
 
         (a) General Powers. The Board of Directors shall have all the power and
authority granted by law to the Board, including all powers necessary or
appropriate to the management of the business and affairs of the Corporation.
 
         (b) Specific Powers. Without limiting the general powers conferred by
the last preceding clause and the powers conferred by the Articles and these
By-laws of the Corporation, it is hereby expressly declared that the Board of
Directors shall have the following powers:
 
                  (1) To confer upon any officer or officers of the Corporation
the power to choose, remove or suspend assistant officers, agents or servants.
 
                                      -11-
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                  (2) To appoint any person, firm or corporation to accept and
hold in trust for the Corporation any property belonging to the Corporation or
in which it is interested, and to authorize any such person, firm or corporation
to execute any documents and perform any duties that may be requisite in
relation to any such trust.
 
                  (3) To appoint a person or persons to vote shares of another
corporation held and owned by the Corporation.
 
                  (4) By resolution adopted by a majority of the whole Board of
Directors, to designate one or more committees, each committee to consist of two
or more of the Directors of the Corporation. To the extent provided in any such
resolution, and to the extent permitted by law, a committee so designated shall
have and may exercise the authority of the Board of Directors in the management
of the business and affairs of the Corporation. 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. If
specifically granted this power by the Board in its resolution establishing the
committee, in the absence or disqualification of any member and all designated
alternates of such committee or committees of if the whole Board of Directors
has failed to designate alternate members, the member or members thereof
 
                                      -12-
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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 any such absent or disqualified member.
 
                  (5) To fix the place, time and purpose of meetings of
shareholders.
 
                  (6) To fix the compensation of Directors and officers for
their services.
 
         Section 3-10. Removal of Directors by Shareholders. The entire Board of
Directors or a class of the Board of Directors, where the Board of Directors is
classified with respect to the power to elect Directors, or any individual
Director may be removed from office without assigning any cause by the vote of
shareholders entitled to cast at least a majority of the votes which all
shareholders would be entitled to cast at any annual election of Directors or
such class of Directors. In case the Board of Directors or such class of the
Board of Directors or any one or more Directors is so removed, new Directors may
be elected at the same time.
 
         Section 3-11. Vacancies. Vacancies in the Board of Directors, including
vacancies resulting from an increase in the number of Directors, may be filled
by a majority of the remaining members of the Board of Directors though less
than a quorum, and each person so elected shall be a Director
 
                                      -13-
 
<PAGE>
 
until his successor is duly elected by the shareholders, who may make such
election at the next annual meeting of the shareholders or at any special
meeting duly called for that purpose and held prior thereto, or until his
earlier resignation or removal.
 
 
         Section 3-12. Limited Liability. To the fullest extent permitted by the
Pennsylvania Director's Liability Act as the same exists or may hereafter be
amended, a Director shall not be personally liable for monetary damages as such
for any action taken, or any failure to take any action, which occurs on or
after January 27, 1987.
 
ARTICLE IV - OFFICERS
 
         Section 4-1. Election and Office. The Corporation shall have a
President, one or more Vice-Presidents, a Secretary and a Treasurer, who shall
be elected by the Board of Directors. The Board of Directors may also elect a
Chairman and Vice-Chairman of the Board, one or more Executive Vice-Presidents
and one or more assistant officers to any office named herein. Any two or more
offices may be held by the same person.
 
         Section 4-2. Term. The officers and any elected assistant officer shall
each serve at the pleasure of the Board of Directors until the next annual
meeting of the Board following the annual meeting of shareholders, unless
removed from office by the Board of Directors during their respective tenures.
 
         Section 4-3. Powers and Duties of the Chairman of the Board. Unless
otherwise determined by the Board of Directors, the Chairman of the Board of
Directors, if any, shall preside at all meetings of Directors. He shall have
 
                                      -14-
 
<PAGE>
 
 
 
the right and authority to prescribe such rules, regulations and procedures and
to do all such acts and things as are necessary or desirable for the proper
conduct of the meetings at which he presides, including, without limitation, the
establishment of the procedures for the maintenance of order, safety,
limitations on the time allotted to questions or comments on the affairs of the
Corporation, restrictions on entry to any such meeting after the time prescribed
for the commencement thereof, and the opening and closing of the voting polls.
He shall have such other powers and duties as may be assigned to him by the
Board of Directors.
 
         Section 4-4. Powers and Duties of the Vice-Chairman of the Board.
Unless otherwise determined by the Board of Directors, the Vice-Chairman of the
Board of Directors, if any, shall preside at all meetings of Directors and, at
the direction of the Chairman, shall assist him in the performance of his
duties. In the absence of the Chairman at any meeting of the Board of Directors,
the Vice-Chairman shall have the same powers and perform the same duties as the
Chairman and shall have such other powers and duties as may be assigned to him
by the Board of Directors.
 
         Section 4-5. Powers and Duties of the President. Unless otherwise
determined by the Board of Directors, the President shall have the usual duties
of chief executive officer with general supervision over and direction of the
 
                                      -15-
<PAGE>
 
 
 
affairs of the Corporation. In the exercise of these duties and subject to the
limitations of the laws of the Commonwealth of Pennsylvania, these By-laws, and
the actions of the Board of Directors, he may appoint, suspend and discharge
employees, agents and assistant officers, fix the compensation of all officers
and assistant officers, shall preside at all meetings of the shareholders at
which he shall be present, and, unless there is a Chairman and/or Vice-Chairman
of the Board of Directors, shall preside at all meetings of the Board of
Directors. He shall also do and perform such other duties as from time to time
may be assigned to him by the Board of Directors.
 
         Unless otherwise determined by the Board of Directors, the President
shall have full power and authority on behalf of the Corporation to attend and
to act and to vote at any meeting of the shareholders of any corporation in
which the Corporation may hold stock, and, at any such meeting, shall possess
and may exercise any and all the rights and powers incident to the ownership of
such stock and which, as the owner thereof, the Corporation might have possessed
and exercised.
 
         Section 4-6. Powers and Duties of the Vice-Presidents. Unless otherwise
ordered by the Board of Directors, each Vice-President shall have the powers and
perform the duties as may be designated by the President. Any Vice-
 
                                      -16-
 
<PAGE>
 
 
President designated as having responsibility for a specific area of the
Corporation's affairs shall rank superior to the other Vice-Presidents in
relation to matters within that area.
 
 
         Section 4-7. Powers and Duties of the Secretary. Unless otherwise
determined by the Board of Directors, the Secretary shall be responsible for the
keeping of the minutes of all meetings of the Board of Directors, shareholders
and all committees, in books provided for that purpose, and for the giving and
serving of all notices for the Corporation. He shall have a charge of the
corporate seal, the certificate books, transfer books and stock ledgers, and
other such books and papers as the Board of Directors may direct. He shall
perform all other duties ordinarily incident to the office of Secretary and
shall have such other powers and perform such other duties as may be assigned to
him by the Board of Directors.
 
         Section 4-8. Powers and Duties of the Treasurer. Unless otherwise
determined by the Board of Directors, the Treasurer shall have charge of all the
funds and securities of the Corporation which may come into his hands. When
necessary or proper, unless otherwise determined by the Board of Directors, he
shall endorse for collection on behalf of the Corporation checks, notes, and
other obligations, and shall deposit the same to the credit of the
 
                                      -17-
 
 
<PAGE>
 
Corporation in such banks or depositories as the Board of Directors may
designate and shall sign all receipts and vouchers for payments made to the
Corporation. He shall sign all checks made by the Corporation, except when the
Board of Directors shall otherwise direct. He shall be responsible for the
regular entry in books of the Corporation to be kept for such purpose, fu11 and
accurate account of all funds and securities received and paid by him on account
of the Corporation. Whenever required by the Board of Directors, he shall render
a statement of the financial condition of the Corporation. He shall have such
other powers and shall perform such other duties as may be assigned to him from
time to time by the Board of Directors. He shall give such bond, if any, for the
faithful performance of his duties as shall be required by the Board of
Directors and any such bond shall remain in the custody of the President.
 
         Section 4-9. Powers and Duties of the Assistant Officers. Unless
otherwise determined by the Board of Directors, each assistant officer, if
elected, shall have the powers and perform the duties as may be designated by
his respective superior officer.
 
         Section 4-10. Delegation of Office. The Board of Directors may delegate
the powers or duties of any officer of the Corporation to any other person from
time to time.
 
                                      -18-
 
<PAGE>
 
 
         Section 4-11. Vacancies. The Board of Directors shall have the power to
fill any vacancies in any office occurring from whatever reason.
 
ARTICLE V - CAPITAL STOCK
 
         Section 5-1. Share Certificates. Every share certificate shall be
signed by the Chairman of the Board or the President or a Vice-President and by
the Treasurer, Assistant Treasurer, Secretary or Assistant Secretary and sealed
with the corporate seal, which may be a facsimile, engraved or printed, but
where such certificate is signed by a transfer agent or a registrar, the
signature of any corporate officer upon such certificate may be a facsimile,
engraved or printed. In case any officer who has signed, or whose facsimile
signature has been placed upon any share certificate shall have ceased to be
such officer because of death, resignation, or otherwise, before the certificate
is issued, it may be issued by the Company with the same effect as if the
officer had not ceased to be such at the date of its issue. Said certificates
shall be in such form as the Board of Directors shall from time to time
prescribe.
 
         Section 5-2. Transfer of Shares. Transfer of shares shall be made on
the books of the Corporation only upon surrender of the share certificate, duly
endorsed or with duly executed stock powers attached and otherwise in
 
                                      -19-
 
<PAGE>
 
 
proper form for transfer, which certificate shall be cancelled at the time of
the transfer.
 
         Section 5-3. Determination of Shareholders of Record and Closing
Transfer Books. The Board of Directors may fix a time, not more than fifty days
prior to the date of any meeting of shareholders, 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
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 to any such change,
conversion or exchange of shares or otherwise. In such case, only such
shareholders as shall be shareholders 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. The Board of Directors may
close the books of the Corporation against transfers of shares during the whole
or any part of such period, and in such case written or printed notice thereof
shall be mailed at
 
                                      -20-
 
 
<PAGE>
 
least ten days before the closing thereof to each shareholder of record at the
address appearing on the records of the Corporation or supplied by him to the
Corporation for the purpose of notice. While the stock transfer books of the
Corporation are closed, no transfer of shares shall be made thereon. Unless a
record date is fixed by the Board of Directors for the determination of
shareholders entitled to receive notice of, or vote at, a shareholders' meeting,
transferees of shares which are transferred on the books of the Corporation
within ten days next preceding the date of such meeting shall not be entitled to
notice of or to vote at such meeting. The Corporation may treat the registered
owner of each share of stock as the person exclusively entitled to vote, to
receive notifications and otherwise to exercise all the rights and powers of the
owner thereof.
 
         Section 5-4. Lost Share Certificates. Unless waived in whole or in part
by the Board of Directors, any person requesting the issuance of a new
certificate in lieu of an alleged lost, destroyed, mislaid or wrongfully taken
certificate, shall (1) give to the Corporation his bond of indemnity with an
acceptable surety; and (2) satisfy such other reasonable requirements as may be
imposed by the Corporation. Thereupon a new share certificate shall be issued to
the registered owner or his assigns in lieu of the alleged lost, destroyed,
mislaid or wrongfully taken certificate,
 
                                      -21-
 
<PAGE>
 
 
provided that the request therefore and issuance thereof have been made before
the Corporation has notice that such shares have been acquired by a bona fide
purchaser.
 
ARTICLE VI - NOTICES; COMPUTING TIME PERIODS
 
         Section 6-1. Contents of Notice. Whenever any notice of a meeting is
required to be given pursuant to these By-laws or the Articles of Incorporation
or otherwise, the notice shall specify the place, day and hour of the meeting
and, in the case of a special meeting of shareholders or where otherwise
required by law, the general nature of the business to be transacted at such
meeting.
 
         Section 6-2. Method of Notice. All notices shall be given to each
person entitled thereto, either personally or by sending a copy thereof through
the mail or by telegraph, charges prepaid, to his address appearing on the books
of the Corporation, or supplied by him to the Corporation for the purpose of
notice. If notice is sent by mail or telegraph, it shall be deemed to have been
given to the person entitled thereto when deposited in the United States Mail or
with the telegraph office for transmission.
 
         Section 6-3. Computing Time Periods. In computing the number of days
for purposes of these By-laws, all days shall be counted, including Saturdays,
Sundays or holidays;
 
                                      -22-
 
 
<PAGE>
 
provided, however, that if the final day of any time period falls on a Saturday,
Sunday or holiday, then the final day shall be deemed to be the next day which
is not a Saturday, Sunday or holiday. In computing the number of days for the
purpose of giving notice of any meeting, the date upon which the notice is given
shall be counted but the day set for the meeting shall not be counted. Notice
given twenty-four hours before the time set for a meeting shall be deemed one
day's notice.
 
ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS AND
              OTHER PERSONS
 
         Section 7-1. Indemnification. The Corporation shall indemnify any
Director or officer of the Corporation against expenses (including legal fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him, to the fullest extent now or hereafter permitted by law in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, brought or threatened
to be brought against him, including actions or suits by or in the right of the
Corporation, by reason of the fact that he is or was a Director or officer of
the Corporation, its parent or any of its subsidiaries, or acted as a Director
or officer or in any other capacity on behalf
 
                                      -23-
 
 
<PAGE>
 
of the Corporation, its parent or any of its subsidiaries or is or was serving
at the request of the Corporation as a Director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise, or
with respect to any employee benefit plan.
 
         The Board of Directors by resolution may similarly indemnify any person
other than a Director or officer of the Corporation to the fullest extent now or
hereafter permitted by law for liabilities incurred by him in connection with
services rendered by him for or at the request of the Corporation, its parent or
any of its subsidiaries. Each person who shall act as an authorized
representative of the Corporation shall be deemed to be doing so in reliance
upon such rights of indemnification as are provided in this section.
 
         The provisions of this section shall be applicable to all actions,
suits or proceedings commenced after its adoption, whether such arise out of
acts or omissions which occurred prior or subsequent to such adoption and shall
continue as to a person who has ceased to be a Director or officer or to render
services for or at the request of the Corporation and shall inure to the benefit
of the heirs, executors and administrators of such a person. The rights of
indemnification provided for herein shall not be deemed the exclusive rights to
which any Director, officer, employee or agent of the Corporation may be
entitled under any
 
                                      -24-
 
<PAGE>
 
agreement, vote of shareholders or disinterested directors, statute or
otherwise, both as to action in official capacity and as to action in another
capacity while holding such office or position.
 
         The Corporation may create a fund of any nature, which may, but need
not be, under the control of a trustee, or otherwise secure or insure in any
manner its indemnification or obligations, whether arising under or pursuant to
this Section or otherwise.
 
         Section 7-2. Advances. The Corporation may pay the expenses incurred by
any person entitled to be indemnified by the Corporation in defending a civil or
criminal action, suit or proceeding in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking, by or on behalf of
such person, to repay such amount if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation.
 
         Section 7-3. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director, officer, employee or
agent, of the Corporation or who is or was serving in any capacity in any other
corporation or organization at the request of the Corporation against any
liability asserted against him or incurred by him in any such capacity or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under law.
 
ARTICLE VIII - FISCAL YEAR
 
         Section 8-l. The fiscal year of the Corporation
 
                                      -25-
 
<PAGE>
shall begin on the first day of February in each year.
 
ARTICLE IX - AMENDMENTS
 
         Section 9-1. The shareholders entitled to vote thereon shall have the
power to alter, amend, or repeal these By-laws, by the vote of shareholders
entitled to cast at least a majority of the votes which all shareholders are
entitled to cast thereon, at any regular or special meeting, duly convened after
notice to the shareholders of such purpose. The Board of Directors, by a
majority vote of those voting, shall have the power to alter, amend, and repeal
these By-laws, at any regular or special meeting duly convened after notice of
such purpose, subject always to the power of the shareholders to further alter,
amend or repeal these By-laws.
 
ARTICLE X - INTERPRETATION OF BY-LAWS
 
         Section 10-1. All words, terms and provisions of these By-laws shall be
interpreted and defined by and in accordance with the Pennsylvania Business
Corporation Law, as amended, and as amended from time to time hereafter.
 
                                      -26-
 
<PAGE>
 
ARTICLE XI - MERGER AND CONSOLIDATION
 
         Section 11-1. Section 910 of Article IX of the Pennsylvania Business
Corporation Law, Act of May 5, l933, as amended and the provisions thereof,
shall not be applicable to this Corporation and, in accordance with the
provisions of Section 910A.(1) of Article IX, this Article XI may not be
rescinded except by Amendment to the Articles of Incorporation.
 
ARTICLE XII - NON-APPLICABILITY OF CERTAIN PROVISIONS OF
              PENNSYLVANIA BUSINESS CORPORATE LAW
 
         Section 12-1. The provisions of Subsections (e) through (g) of Section
1721 of Title l5 of the Pennsylvania Consolidated Statutes shall not be
applicable to this Corporation.
 
         Section 12-2. Subchapter G of Chapter 25 of Title 15 of the
Pennsylvania Consolidated Statutes shall not be applicable to this Corporation.
 
         Section 12-3. Subchapter H of Chapter 25 of Title 15 of the
Pennsylvania Consolidated Statutes shall not be applicable to this Corporation.
 
                                      -27-