BY-LAWS
 
                                       of
 
                    PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
 
                         (a Pennsylvania business trust)
 
 
                       Article 1. MEETINGS OF SHAREHOLDERS
 
        Section 1.01. Place of Meeting. Meetings of shareholders of the Trust
shall be held at such place, within or without the Commonwealth of Pennsylvania,
as may be fixed from time to time by the Board of Trustees. If no place is so
fixed for a meeting, it shall be held at the Trust's then principal executive
office.
 
        Section 1.02. Annual Meeting. An annual meeting of shareholders shall be
held, unless the Board of Trustees shall fix some other hour or date therefor,
no later than the second Wednesday of the sixth month following the end of each
fiscal year of the Trust, at which the shareholders shall elect by plurality
vote individuals to the office of Trustee as provided in Paragraph 2.B of the
Trust Agreement of the Trust (the "Trust Agreement") and transact such other
business as may properly be brought before the meeting.
 
        Section 1.03. Special Meetings. Special meetings of the shareholders may
be called at any time by the Chairman or by the Chief Executive Officer or by
the Board of Trustees or by shareholders entitled to cast at least 40% of the
votes that all shareholders are entitled to cast at the particular meeting.
 
        Section 1.04. Notice of Meetings. Written notice of every meeting of
shareholders shall be given in any manner permitted by law by or at the
direction of the Secretary or such other person as is authorized by the Board of
Trustees to each shareholder of record entitled to receipt thereof, at least ten
(10) days, and not more than forty-five (45) days, prior to the day named for
the meeting, unless a greater period of notice is required by law in a
particular case.
 
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        Section 1.05. Organization. At every meeting of the shareholders, the
Chairman, or in his absence, the Chief Executive Officer, or, in the absence of
both the Chairman and the Chief Executive Officer, the President, or, in the
absence of the Chairman, the Chief Executive Officer and the President, a
chairman chosen by the shareholders at the commencement of the meeting, shall
act as chairman; and the Secretary, or in his absence, a person appointed by the
chairman, shall act as secretary.
 
        Section 1.06. Voting. Except as otherwise specified herein or in the
Trust Agreement or required by law, whenever any action is to be taken by vote
of shareholders, it shall be authorized by a majority of the votes cast by all
shareholders on such matter and, if any shareholders are entitled to vote
thereon as a class, upon receiving a majority of the votes cast by the
shareholders entitled to vote as a class. In each election of trustees, the
candidates receiving the highest number of votes, up to the number of trustees
to be elected in such election, shall be elected.
 
 
                               Article 2. TRUSTEES
 
        Section 2.01. Number and Term of Office. The number of trustees of the
Trust shall be designated from time to time by resolution of the Board of
Trustees, such number to not be more than fifteen (15) nor less than five (5).
Each trustee shall be elected for the term of three (3) years as set forth in
Paragraph 2.B of the Trust Agreement and shall serve until his successor is
elected and qualified or until his earlier death, resignation or removal.
 
        Section 2.02. Resignations. Any trustee may resign at any time by
delivering to any other trustee and to the principal office of the Trust written
notification of his resignation, which resignation shall be effective when
received, but if the effect of such resignation shall be to reduce the number of
trustees below five (5), no such resignation shall be effective until a
successor shall have been elected by the remaining trustees.
 
        Section 2.03. Annual Meeting. Immediately after each annual election of
trustees, the Board of Trustees shall meet for the purpose of organization,
election of officers, appointment of the members of committees of the Board of
Trustees, and the transaction of other business, at the place where such
election of trustees was held. Notice of such meeting need not be given. In the
absence of a quorum at said meeting, the same may be held at any other time and
place specified in a notice given as hereinafter provided for special meetings
of the Board of Trustees.
 
        Section 2.04. Regular Meetings. Regular meetings of the Board of
Trustees shall be held at such time and place as may be designated from time to
time by the Board of Trustees. If the date fixed for any such regular meeting is
a legal holiday under the laws of the State where such meeting is to be held,
then the same shall be held on the next succeeding secular day not a legal
holiday under the laws of said State, or at such other time as may be determined
by resolution of the Board of Trustees. At such meetings the Board of Trustees
may transact such business as may be brought before the meeting.
 
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        Section 2.05. Special Meetings. Special Meetings of the Board of
Trustees shall be called by the Chairman or by the Chief Executive Officer or by
two or more of the other trustees and shall be held at such time and in such
place as shall be designated in the notice of the meeting. Such notice shall be
given by or at the direction of the person or persons authorized to call such
meeting to each trustee at least two (2) days prior to the day named for the
meeting, unless a different notice period is provided for hereunder based upon
the subject matter of such meeting.
 
        Section 2.06. (a) Organization; Quorum; Voting. Every meeting of the
Board of Trustees shall be presided over by the Chairman, if one has been
selected and is present, and, if not, the Chief Executive Officer, or in the
absence of the Chairman and the Chief Executive Officer, a chairman chosen by a
majority of the trustees present. The Secretary, or in his absence, a person
appointed by the chairman, shall act as secretary.
 
        (b)     A majority of the trustees in office, provided that the majority
consists of at least four (4) trustees, shall constitute a quorum for the
conduct of business. Subject to the provisions of Section 6.04 of these By-Laws,
trustees shall be deemed present at a meeting if by means of conference
telephone or similar communications equipment all persons participating in the
meeting can hear each other. If there are fewer than five (5) trustees, the
remainder shall constitute a quorum and must act to fill vacancies to bring the
total number of trustees to at least five (5). If a quorum is not present at any
meeting, a majority of the trustees present at the meeting may adjourn the
meeting to any later date and the meeting may be held at such later date without
any further notice.
 
        (c)     Except as otherwise required by law and except as otherwise
contemplated by Paragraph 3.R of the Trust Agreement and Section 3.01 of these
By-Laws, the concurrence of a majority of the trustees present at any meeting at
which a quorum is present shall be necessary to the validity of any action taken
by them.
 
        Section 2.07. Action By Written Consent. In lieu of a meeting, action
may be taken by the consent in writing of at least seventy-five percent (75%) of
the trustees then serving. In any event, the concurrence or consent in writing
of at least four (4) trustees shall be necessary to the validity of any action
taken. The minimum voting requirements specified in this paragraph shall apply,
as a minimum requirement, with respect to any and all action taken by the
trustees under the Trust Agreement.
 
        Section 2.08. Compensation. The Board of Trustees shall have the
authority to fix the compensation of trustees for their services as trustees.
Any person serving as a trustee may also be a salaried officer of the Trust,
but, in such event, no compensation shall be paid to such person in respect of
his or her service as a trustee or as a member of any committee of the Board of
Trustees.
 
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                              Article 3. COMMITTEES
 
        Section 3.01. General. The Board of Trustees may, by the vote of at
least a majority of those trustees then in office, establish one or more
standing or special committees to consist of one or more trustees of the Trust.
Any committee, to the extent provided by the Board of Trustees, shall have and
may exercise all of the powers and authority of the Board of Trustees except
that a committee shall not have any power or authority as to the following: (i)
the submission to shareholders of any action requiring approval of shareholders;
(ii) the removal of any Trustee from the Board of Trustees or the creation or
filling of vacancies in the Board of Trustees; (iii) the adoption, amendment or
repeal of the Trust Agreement or these By-Laws; (iv) the amendment or repeal of
any resolution of the Board that by its terms is amendable or repealable only by
the Board; and (v) action on matters committed by these By-Laws or resolution of
the Board of Trustees to another committee of the Board. In furtherance of the
power of the Board of Trustees to establish committees of Trustees pursuant to
Paragraph 3.R of the Trust Agreement and this Section 3.01, the Board of
Trustees, by adoption of these By-Laws, has established the standing committees
of the Board of Trustees set forth in Sections 3.02 through 3.05 hereof.
 
        Section 3.02. The Audit Committee. (a) The Audit Committee of the Board
of Trustees shall consist of three trustees (or such greater number as the Board
of Trustees may from time to time determine), each of whom shall be
"independent" of the Trust, as that term is defined by applicable law and
regulation subject to the reasonable interpretation of the Board of Trustees.
The members of the Audit Committee shall be appointed annually by the Board of
Trustees at the Annual Meeting of the Board of Trustees upon the recommendation
of the Nominating and Governance Committee of the Board of Trustees and shall
serve until removal in accordance with the Audit Committee's Charter, as adopted
by the Board of Trustees and as may be amended by the Board of Trustees from
time to time, or until the next Annual Meeting of the Board of Trustees and
until their successors have been appointed. Vacancies in the Audit Committee may
be filled by the Board of Trustees upon the recommendation of the Nominating and
Governance Committee at any regular or special meeting of the Board of Trustees.
 
        (b)     The Board of Trustees shall appoint one member of the Audit
Committee as the Chair and a majority of the members of the Audit Committee
shall constitute a quorum for the conduct of business. Regular meetings of the
Audit Committee shall be held at such time and place as shall be designated from
time to time by the Committee or the Board of Trustees. Special Meetings of the
Audit Committee may be called by the Chair on not less than two (2) days prior
written notice. Such special meetings shall be held at such time and place as
shall be designated in the call of the meeting.
 
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        (c)     The principal functions and responsibilities of the Audit
Committee shall be as provided in its Charter, as adopted by the Board of
Trustees and as may be amended by the Board of Trustees from time to time, and
the Audit Committee shall perform such other duties as may be assigned to it by
the Board of Trustees.
 
        Section 3.03. The Executive Compensation and Human Resources Committee.
(a) The Executive Compensation and Human Resources Committee of the Board of
Trustees shall consist of three trustees (or such greater number as the Board of
Trustees may from time to time determine), each of whom shall be "independent"
of the Trust, as that term is defined by applicable law and regulation subject
to the reasonable interpretation of the Board of Trustees. The members of the
Executive Compensation and Human Resources Committee shall be appointed annually
by the Board of Trustees at the Annual Meeting of the Board of Trustees upon the
recommendation of the Nominating and Governance Committee of the Board of
Trustees and shall serve until removal in accordance with the Executive
Compensation and Human Resources Committee's Charter, as adopted by the Board of
Trustees and as may be amended by the Board of Trustees from time to time, or
until the next Annual Meeting of the Board of Trustees and until their
successors have been appointed. Vacancies in the Executive Compensation and
Human Resources Committee may be filled by the Board of Trustees upon the
recommendation of the Nominating and Governance Committee at any regular or
special meeting of the Board of Trustees.
 
        (b)     The Board of Trustees shall appoint one member of the Executive
Compensation and Human Resources Committee as the Chair and a majority of the
members of the Executive Compensation and Human Resources Committee shall
constitute a quorum for the conduct of business. Regular meetings of the
Executive Compensation and Human Resources Committee shall be held at such time
and place as shall be designated from time to time by the Committee or the Board
of Trustees. Special Meetings of the Executive Compensation and Human Resources
Committee may be called by the Chair on not less than two (2) days prior written
notice. Such special meetings shall be held at such time and place as shall be
designated in the call of the meeting.
 
        (c)     The principal functions and responsibilities of the Executive
Compensation and Human Resources Committee shall be as provided in its Charter,
as adopted by the Board of Trustees and as may be amended by the Board of
Trustees from time to time, and the Executive Compensation and Human Resources
Committee shall perform such other duties as may be assigned to it by the Board
of Trustees.
 
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        Section 3.04. The Executive Committee. (a) The Executive Committee of
the Board of Trustees shall consist of three trustees (or such greater number as
the Board of Trustees may from time to time determine). The members of the
Executive Committee shall be appointed annually by the Board of Trustees at the
Annual Meeting of the Board of Trustees upon the recommendation of the
Nominating and Governance Committee of the Board of Trustees and shall serve at
the pleasure of the Board of Trustees until the next Annual Meeting of the Board
of Trustees and until their successors have been appointed. Vacancies in the
Executive Committee may be filled by the Board of Trustees upon the
recommendation of the Nominating and Governance Committee at any regular or
special meeting of the Board of Trustees.
 
        (b)     The Board of Trustees shall appoint one member of the Executive
Committee as the Chair and a majority of the members of the Executive Committee
shall constitute a quorum for the conduct of business. Regular meetings of the
Executive Committee shall be held at such time and place as shall be designated
from time to time by the Committee or the Board of Trustees. Special Meetings of
the Executive Committee may be called by the Chair on not less than two (2) days
prior written notice. Such special meetings shall be held at such time and place
as shall be designated in the call of the meeting.
 
        (c)     The Executive Committee may exercise all of the powers and
authority of the Board of Trustees between meetings of the Board of Trustees,
subject only to the restrictions imposed by Section 3.01 of these By-Laws.
 
        Section 3.05. The Nominating and Governance Committee. (a) The
Nominating and Governance Committee of the Board of Trustees shall consist of
three trustees (or such greater number as the Board of Trustees may from time to
time determine), each of whom shall be "independent" of the Trust, as that term
is defined by applicable law and regulation subject to the reasonable
interpretation of the Board of Trustees. The members of the Nominating and
Governance Committee shall be appointed annually by the Board of Trustees at the
Annual Meeting of the Board of Trustees and shall serve until removal in
accordance with the Nominating and Governance Committee's Charter, as adopted by
the Board of Trustees and as may be amended by the Board of Trustees from time
to time, or until the next Annual Meeting of the Board of Trustees and until
their successors have been appointed. Vacancies in the Nominating and Governance
Committee may be filled by the Board of Trustees at any regular or special
meeting of the Board of Trustees.
 
        (b)     The Board of Trustees shall appoint one member of the Nominating
and Governance Committee as the Chair and a majority of the members of the
Nominating and Governance Committee shall constitute a quorum for the conduct of
business. Regular meetings of the Nominating and Governance Committee shall be
held at such time and place as shall be designated from time to time by the
Nominating and Governance Committee or the Board of Trustees. Special Meetings
of the Nominating and Governance Committee may be called by the Chair on not
less than two (2) days prior written notice. Such special meetings shall be held
at such time and place as shall be designated in the call of the meeting.
 
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        (c)     The principal functions and responsibilities of the Nominating
and Governance Committee shall be as specified in its Charter, as adopted by the
Board of Trustees and as may be amended by the Board of Trustees from time to
time, and the Nominating and Governance Committee shall perform such other
duties as may be assigned to it by the Board of Trustees.
 
        Section 3.06. Action By Written Consent. Any action required or
permitted to be taken at a meeting of a committee may be taken without a
meeting, if a unanimous written consent which sets forth the action is signed by
each committee member and filed with the minutes of the committee.
 
 
                               Article 4. OFFICERS
 
        Section 4.01. Number. The officers of the Trust shall be a Chairman, a
Chief Executive Officer, a President, a Chief Financial Officer, a Treasurer, a
Secretary and may include one or more Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers as the
Board of Trustees may authorize from time to time.
 
        Section 4.02. Qualifications. The officers of the Trust shall be natural
persons of full age. Any person may hold any number of offices except that the
Secretary shall not hold the office of Chief Executive Officer or President.
 
        Section 4.03. Election and Term of Office. The officers of the Trust
shall be elected or appointed by the Board of Trustees and each shall serve at
the pleasure of the Board of Trustees.
 
        Section 4.04. Resignations. Any officer may resign at any time by giving
written notice to the Board of Trustees, the Chief Executive Officer or the
Secretary. The resignation shall be effective upon receipt thereof or at such
subsequent time as may be specified in the notice of resignation. Unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
 
        Section 4.05. Chairman. The Chairman shall preside at the meetings of
the Board of Trustees and the Shareholders. The Chairman shall also perform such
other duties as may be specified by the Board of Trustees from time to time.
 
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        Section 4.06. Vice Chairmen. There shall be up to two Vice Chairmen.
Each Vice Chairman shall be an executive officer of the Trust and shall have the
authority to execute and deliver documentation on behalf of the Trust to the
same extent that the Chief Executive Office is authorized hereby to do so. Each
Vice Chairman shall also perform such other duties as may be assigned to him or
her by the Board of Trustees from time to time.
 
        Section 4.07. The Chief Executive Officer. The Chief Executive Officer
shall be the chief executive officer of the Trust and shall have general
supervision over the business and operations of the Trust, subject, however, to
the control of the Board of Trustees. He shall have the authority to execute and
deliver, in the name and on behalf of the Trust, deeds, mortgages, bonds,
agreements and other instruments authorized by the Board of Trustees, except in
cases where the signing and execution thereof is expressly delegated by the
Board of Trustees to some other officer or agent of the Trust; and, in general,
he shall perform all duties incident to the office of Chief Executive Officer.
The Chief Executive Officer shall also perform such other duties as may be
assigned to him or her from time to time by the Board of Trustees.
 
        Section 4.08. President. The President shall be the chief operating
officer of the Trust and shall be responsible for the day-to-day operations of
the Trust, subject to the general supervision of the Chief Executive Officer. In
the absence or unavailability of the Chief Executive Officer, he shall exercise
the duties and responsibilities of that office and may, whether or not the Chief
Executive Officer is present or available, execute and deliver documentation on
behalf of the Trust to the same extent that the Chief Executive Officer is
authorized hereby to do so. The President shall also perform such other duties
as shall be assigned to him or her from time to time by the Board of Trustees.
 
        Section 4.09. The Vice Presidents. In the absence or disability of the
Chief Executive Officer or the President or when so directed by the Chief
Executive Officer or the President, any Vice President may perform all the
duties of the Chief Executive Officer or the President, and, when so acting,
shall have all the powers of, and be subject to all the restrictions upon, the
Chief Executive Officer and the President; provided, however, that no Vice
President shall act as a member of or as chairman of any committee of the Board
of Trustees of which the Chief Executive Officer or the President is a member or
chairman by designation or ex-officio, unless such Vice President is a member of
the Board of Trustees and has been designated expressly by the Board of Trustees
as the alternate to the Chief Executive Officer or the President for purposes of
service on such committee. The Board of Trustees may appoint Executive, Senior
and Assistant Vice Presidents. The Vice Presidents shall perform such other
duties as from time to time may be assigned to them respectively by the Board of
Trustees or the Chief Executive Officer or the President.
 
        Section 4.10. Chief Financial Officer. The Chief Financial Officer shall
be the chief financial officer of the Trust. He shall be responsible for all
internal and external financial statements and reports relating to the financial
position and results of operations of the Trust and for the relationship between
the Trust and its shareholders, institutional creditors, and the investment
community. He may exercise any and all of the duties of the Treasurer under
these By-Laws. The Chief Financial Officer shall also perform such other duties
as shall be assigned to him or her from time to time by the Board of Trustees.
 
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        Section 4.11. The Treasurer. The Treasurer shall have charge of all
receipts and disbursements of the Trust and shall have or provide for the
custody of its funds and securities. Unless the Board of Trustees determines
otherwise, the Treasurer shall have full authority to invest such funds and
securities; to receive and give receipts for all money due and payable to the
Trust and to endorse checks, drafts, and warrants in its name and on its behalf
and to give full discharge for the same. The Treasurer shall deposit the funds
of the Trust, except such as may be invested or required for current use, in
such banks or other places of deposit as the Board of Trustees may from time to
time designate; and, in general, the Treasurer shall perform all duties incident
to the office of Treasurer and such other duties as may from time to time be
assigned to him or her by the Board of Trustees or the Chief Executive Officer
or the President.
 
        Section 4.12. Assistant Treasurers. In the absence or disability of the
Treasurer or when so directed by the Treasurer, any Assistant Treasurer may
perform all the duties of the Treasurer, and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the Treasurer. The
Assistant Treasurers shall perform such other duties as from time to time may be
assigned to them respectively by the Board of Trustees, the President or the
Treasurer.
 
        Section 4.13. The Secretary. The Secretary shall record all the votes of
the shareholders and of the trustees and the minutes of the meetings of the
shareholders and of the Board of Trustees in a book or books to be kept for that
purpose and shall see that notices of meetings of the Board and shareholders are
given; and, in general, the Secretary shall perform all duties incident to the
office of Secretary, and such other duties as may from time to time be assigned
to him or her by the Board of Trustees or the President.
 
        Section 4.14. Assistant Secretaries. In the absence or disability of the
Secretary or when so directed by the Secretary, any Assistant Secretary may
perform all the duties of the Secretary, and, when so acting, shall have all the
powers of, and be subject to all the restrictions upon, the Secretary. The
Assistant Secretaries shall perform such other duties as from time to time may
be assigned to them respectively by the Board of Trustees, the Chief Executive
Officer, the President, or the Secretary.
 
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               Article 5. INDEMNIFICATION OF TRUSTEES AND OFFICERS
 
        Section 5.01. Indemnification. The Trust shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or proceeding, including actions by or in the right of the
Trust, whether civil, criminal, administrative or investigative, by reason of
the fact that such person is or was a trustee or officer of the Trust, or is or
was serving while a trustee or officer of the Trust at the request of the Trust
as a trustee, officer, employee, agent, fiduciary or other representative of
another corporation for profit or not-for-profit, partnership, joint venture,
trust, employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines, excise taxes and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action
or proceeding unless the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
 
        Section 5.02. Advancement of Expenses. Expenses (including attorneys
fees) incurred by an officer or trustee of the Trust in defending any action or
proceeding referred to in Section 5.01 shall be paid by the Trust in advance of
the final disposition of such action 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 the person is not entitled to be indemnified by
the Trust.
 
        Section 5.03. Other Rights. No trustee shall be personally liable for
monetary damages for any action taken, or failure to take any action, except to
the extent set forth in Paragraph 5.B of the Trust Agreement. The
indemnification and advancement of expenses provided by or pursuant to this
Article shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under the Trust
Agreement, any insurance or other agreement, vote of shareholders or trustees or
otherwise, both as to actions in their official capacity and as to actions in
another capacity while holding an office, and shall continue as to a person who
has ceased to be a trustee or officer and shall inure to the benefit of the
heirs, executors and administrators of such person.
 
        Section 5.04. Security Fund; Indemnity Agreements. By resolution of the
Board of Trustees (notwithstanding their interest in the transaction), the Trust
may create and fund a trust fund or fund of any nature, and may enter into
agreements with its trustees, officers, employees and agents for the purpose of
securing or insuring in any manner its obligation to indemnify or advance
expenses provided for or authorized in this Article, the Trust Agreement, or any
applicable law.
 
        Section 5.05. Modification. The duties of the Trust to indemnify and to
advance expenses to a trustee or officer provided in this Article shall be in
the nature of a contract between the Trust and each such trustee or officer, and
no amendment or repeal of any provision of this Article, and no amendment or
termination of any trust or other fund created pursuant to Section 5.04, shall
alter, to the detriment of such trustee or officer, the right of such person to
the advance of expenses or indemnification related to a claim based on an act or
failure to act which took place prior to such amendment, repeal or termination.
 
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                       Article 6. DEPOSITS, PROXIES, ETC.
 
        Section 6.01. Deposits and Investments. All funds of the Trust shall be
deposited from time to time to the credit of the Trust in such banks, trust
companies, or other depositaries, or invested in such manner, as may be
authorized by these By-Laws or by the Board of Trustees and all such funds shall
be withdrawn only upon checks signed by, or wire transmissions authorized by,
and all such investments shall only be disposed of by, the Chief Executive
Officer, the President, the Chief Financial Officer, the Treasurer and such
other officers or employees as the Board of Trustees may from time to time
designate.
 
        Section 6.02. Proxies. Unless otherwise ordered by the Board of
Trustees, any officer of the Trust may appoint an attorney or attorneys (who may
be or include such officer himself), in the name and on behalf of the Trust, to
cast the votes which the Trust may be entitled to cast as a shareholder or
partner or business trust or otherwise in any other corporation, partnership,
business trust or other entity any of whose shares or other securities are held
by or for the Trust, at meetings of the holders of the shares or other
securities of such other corporation or other entity, or, in connection with the
ownership of such shares or other securities, to consent in writing to any
action by such other corporation or other entity, and may instruct the person or
persons so appointed as to the manner of casting such votes or giving such
consent, and may execute or cause to be executed in the name and on behalf of
the Trust such written proxies or other instruments as he may deem necessary or
proper in the premises.
 
        Section 6.03. Use of Conference Telephone Equipment. One or more persons
may participate in any meeting of the Board of Trustees or any committee thereof
or the shareholders by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation in a meeting by means of such equipment shall
constitute presence in person at such meeting.
 
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                     Article 7. SHARE CERTIFICATES; TRANSFER
 
        Section 7.01. Share Certificates. Share certificates, in the form
prescribed by the Board of Trustees, shall be signed by the Chairman, the Chief
Executive Officer, the President or a Vice President and by the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer of the Trust, but
such signatures may be facsimiles, 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 Trust
with the same effect as if the officer had not ceased to be such at the date of
its issue.
 
        Section 7.02. Transfer of Shares. The Trust or a Registrar or Transfer
Agent of the Trust shall maintain books in which the ownership and transfer of
the Trust's shares shall be definitively registered. Transfer of share
certificates and the shares represented thereby shall be made only on the books
of the Trust by the owner thereof or by his attorney thereunto authorized, by a
power of attorney duly executed and filed with the Secretary or a Transfer Agent
of the Trust and on surrender of the share certificates.
 
        Section 7.03. Restrictions on Transfer. The restrictions on transfer set
forth in Paragraph 9 of the Trust Agreement shall remain in effect unless and
until terminated or modified by amendment of the Trust Agreement or as otherwise
provided for therein.
 
        Section 7.04. Transfer Agent and Registrar; Regulations. The Trust may,
if and whenever the Board of Trustees so determines, maintain, in the
Commonwealth of Pennsylvania and/or any other state of the United States, one or
more transfer offices or agencies, each in charge of a Transfer Agent designated
by the Board of Trustees, where the shares of the Trust shall be transferable,
and also one or more registry offices, each in charge of a Registrar (which may
also be a Transfer Agent) designated by the Board, where such shares shall be
registered; and no certificates for shares of the Trust in respect of which a
Transfer Agent shall have been designated shall be valid unless countersigned by
such Transfer Agent and no certificates for shares of the Trust in respect of
which a Registrar shall have been designated shall be valid unless registered by
such Registrar. The Board of Trustees may also make such additional rules and
regulations as it may deem expedient concerning the issue, transfer and
registration of its shares.
 
        Section 7.05. Lost, Destroyed and Mutilated Certificates. The Board of
Trustees, by standing resolution or by resolutions with respect to particular
cases, may authorize the issue of new share certificates in lieu of share
certificates lost, destroyed or mutilated, upon such terms and conditions as the
Board of Trustees may direct.
 
                                      -12-
<PAGE>
 
               Article 8. RELATION TO TRUST AGREEMENT; AMENDMENTS
 
        Section 8.01. Relation to the Trust Agreement. These By-Laws have been
adopted by the Board of Trustees under the authority of Paragraph 3.0 of the
Trust Agreement. These By-Laws are subordinate to the Trust Agreement in all
respects and in the event of any conflict between the provisions of these
By-Laws and the provisions of the Trust Agreement, the provisions of the Trust
Agreement shall control.
 
        Section 8.02. Amendments. Except as otherwise provided by Section 5.05
of these By-Laws, these By-Laws may be amended or repealed, or new By-Laws may
be adopted, either (i) by vote of the shareholders at any duly organized annual
or special meeting of shareholders, or (ii) with respect to those matters that
are not by statute committed exclusively to the shareholders and regardless of
whether the shareholders have previously adopted or approved the bylaw being
amended or repealed, by the Board of Trustees. Any change in these By-Laws shall
take effect when adopted unless otherwise provided in the resolution effecting
the change. No provision of these By-Laws shall vest any property right in any
shareholder as such.