AMENDED AND RESTATED BYLAWS
 
                                      OF
 
                                ICT GROUP, INC.
 
                    (a Pennsylvania Registered Corporation)
 
                                   ARTICLE I
 
                            Offices and Fiscal Year
 
         Section 1.01. Registered Office.--The registered office of the
corporation in the Commonwealth of Pennsylvania shall be at 800 Town Center
Drive, Langhorne, Bucks County, until otherwise established by an amendment of
the articles of incorporation (the "articles") or by the board of directors
and a record of such change is filed with the Department of State in the
manner provided by law.
 
         Section 1.02. Other Offices.--The corporation may also have offices
at such other places within or without the Commonwealth of Pennsylvania as the
board of directors may from time to time appoint or the business of the
corporation may require.
 
         Section 1.03. Fiscal Year.--The fiscal year of the corporation shall
begin on the first day of January in each year.
 
                                  ARTICLE II
 
                     Notice - Waivers - Meetings Generally
 
         Section 2.01.  Manner of Giving Notice.
 
         (a) General Rule.--Whenever written notice is required to be given to
any person under the provisions of the Pennsylvania Business Corporation Law
or by the articles or these bylaws, it may be given to the person either
personally or by sending a copy thereof by first class or express mail,
postage prepaid, or by telegram (with messenger service specified), telex or
TWX (with answerback received) or courier service, charges prepaid, or by
facsimile transmission, to the address (or to the telex, TWX, facsimile or
telephone number) of the person appearing on the books of the corporation or,
in the case of directors, supplied by the director to the corporation for the
purpose of notice. If the notice is sent
 
 
 
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by mail, telegraph or courier service, it shall be deemed to have been given to
the person entitled thereto when deposited in the United States mail or with a
telegraph office or courier service for delivery to that person or, in the case
of telex or TWX, when dispatched or, in the case of facsimile transmission, when
received. A notice of meeting shall specify the place, day and hour of the
meeting and any other information required by any other provision of the
Pennsylvania Business Corporation Law, the articles or these bylaws.
 
         (b) Bulk Mail.--If the corporation has more than 30 shareholders,
notice of any regular or special meeting of the shareholders, or any other
notice required by the Pennsylvania Business Corporation Law or by the
articles or these bylaws to be given to all shareholders or to all holders of
a class or series of shares, may be given by any class of postpaid mail if the
notice is deposited in the United States mail at least 20 days prior to the
day named for the meeting or any corporate or shareholder action specified in
the notice.
 
         (c) Adjourned Shareholder Meetings.--When a meeting of shareholders
is adjourned, it shall not be necessary to give any notice of the adjourned
meeting or of the business to be transacted at an adjourned meeting, other
than by announcement at the meeting at which the adjournment is taken, unless
the board fixes a new record date for the adjourned meeting in which event
notice shall be given in accordance with Section 2.03.
 
         Section 2.02. Notice of Meetings of Board of Directors.--Notice of a
regular meeting of the board of directors need not be given. Notice of every
special meeting of the board of directors shall be given to each director by
telephone or in writing at least 24 hours (in the case of notice by telephone,
telex, TWX or facsimile transmission) or 48 hours (in the case of notice by
telegraph, courier service or express mail) or five days (in the case of
notice by first class mail) before the time at which the meeting is to be
held. Every such notice shall state the time and place of the meeting. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the board need be specified in a notice of the meeting.
 
         Section 2.03.  Notice of Meetings of Shareholders.
 
         (a) General Rule.--Except as otherwise provided in Section 2.01(b),
written notice of every meeting of the shareholders shall be given by, or at
the direction of, the secretary or other authorized person to each shareholder
of record entitled to vote at the meeting at least (1) ten days prior to the
day named for a meeting (and, in case of a meeting called to consider a
merger, consolidation, share exchange or division, to each shareholder of
record not entitled to vote at the meeting) called to consider a fundamental
change under 15 Pa.C.S. Chapter 19 or (2) five days prior to the day named for
the meeting in any other case. If the secretary neglects or refuses to give
notice of a meeting, the person or persons calling the meeting may do so. In
the case of a special meeting of shareholders, the notice shall specify the
general nature of the business to be transacted.
 
 
 
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         (b) Notice of Action by Shareholders on Bylaws.--In the case of a
meeting of shareholders that has as one of its purposes action on the bylaws,
written notice shall be given to each shareholder that the purpose, or one of
the purposes, of the meeting is to consider the adoption, amendment or repeal
of the bylaws. There shall be included in, or enclosed with, the notice a copy
of the proposed amendment or a summary of the changes to be effected thereby.
 
         (c) Notice of Action by Shareholders on Fundamental Change.--In the
case of a meeting of the shareholders that has as one of its purposes action
with respect to any fundamental change under 15 Pa.C.S. Chapter 19, each
shareholder shall be given, together with written notice of the meeting, a
copy or summary of the amendment or plan to be considered at the meeting in
compliance with the provisions of Chapter 19.
 
         (d) Notice of Action by Shareholders Giving Rise to Dissenters
Rights.--In the case of a meeting of the shareholders that has as one of its
purposes action that would give rise to dissenters rights under the provisions
of 15 Pa.C.S. Subchapter 15D, each shareholder shall be given, together with
written notice of the meeting:
 
                  (1) a statement that the shareholders have a right to
         dissent and obtain payment of the fair value of their shares by
         complying with the provisions of Subchapter 15D (relating to
         dissenters rights); and
 
                  (2)  a copy of Subchapter 15D.
 
         Section 2.04.  Waiver of Notice.
 
         (a) Written Waiver.--Whenever any written notice is required to be
given under the provisions of the Pennsylvania Business Corporation Law, the
articles or these bylaws, a waiver thereof in writing, signed by the person or
persons entitled to the notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of the notice. Neither the
business to be transacted at, nor the purpose of, a meeting need be specified
in the waiver of notice of the meeting.
 
         (b) Waiver by Attendance.--Attendance of a person at any meeting
shall constitute a waiver of notice of the meeting except where a person
attends a meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting was not
lawfully called or convened.
 
         Section 2.05. Modification of Proposal Contained in Notice.--Whenever
the language of a proposed resolution is included in a written notice of a
meeting required to be given under the provisions of the Pennsylvania Business
Corporation Law or the articles or these bylaws, the meeting considering the
resolution may without further notice adopt it with such clarifying or other
amendments as do not enlarge its original purpose.
 
 
 
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         Section 2.06.  Exception to Requirement of Notice.
 
         (a) General Rule.--Whenever any notice or communication is required
to be given to any person under the provisions of the Pennsylvania Business
Corporation Law or by the articles or these bylaws or by the terms of any
agreement or other instrument or as a condition precedent to taking any
corporate action and communication with that person is then unlawful, the
giving of the notice or communication to that person shall not be required.
 
         (b) Shareholders Without Forwarding Addresses.--Notice or other
communications need not be sent to any shareholder with whom the corporation
has been unable to communicate for more than 24 consecutive months because
communications to the shareholder are returned unclaimed or the shareholder
has otherwise failed to provide the corporation with a current address.
Whenever the shareholder provides the corporation with a current address, the
corporation shall commence sending notices and other communications to the
shareholder in the same manner as to other shareholders.
 
         Section 2.07. Use of Conference Telephone and Similar Equipment.--Any
director may participate in any meeting of the board of directors, and the
board of directors may provide by resolution with respect to a specific
meeting or with respect to a class of meetings that one or more persons may
participate in a meeting of the shareholders of the corporation, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this section shall constitute presence in person at the
meeting.
 
                                  ARTICLE III
 
                                 Shareholders
 
         Section 3.01. Place of Meeting.--All meetings of the shareholders of
the corporation shall be held at the registered office of the corporation
unless another place is designated by the board of directors in the notice of
a meeting.
 
         Section 3.02. Annual Meeting.--The board of directors may fix and
designate the date and time of the annual meeting of the shareholders, but if
no such date and time is fixed and designated by the board, the meeting for
any calendar year shall be held on the last Thursday of March in such year, if
not a legal holiday under the laws of Pennsylvania, and, if a legal holiday,
then on the next succeeding business day, not a Saturday, at 10:00 o'clock
A.M., and at said meeting the shareholders then entitled to vote shall elect
directors and shall transact such other business as may properly be brought
before the meeting. If the annual meeting shall not have been called and held
within six months after the designated time, any shareholder may call the
meeting at any time thereafter.
 
 
 
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         Section 3.03. Special Meetings.--Special meetings of the shareholders
may be called at any time by the Chairman, the President or by resolution of
the board of directors, any of which may fix the date, time and place of the
meeting. If the board does not fix the date, time or place of the meeting, it
shall be the duty of the secretary to do so. A date fixed by the secretary
shall not be more than 60 days after the date of the adoption of the
resolution of the board calling the special meeting.
 
         Section 3.04.  Quorum and Adjournment.
 
         (a) General Rule.--A meeting of shareholders of the corporation duly
called shall not be organized for the transaction of business unless a quorum
is present. The presence of shareholders entitled to cast at least a majority
of the votes that all shareholders are entitled to cast on a particular matter
to be acted upon at the meeting shall constitute a quorum for the purposes of
consideration and action on the matter. Shares of the corporation owned,
directly or indirectly, by it and controlled, directly or indirectly, by the
board of directors of this corporation, as such, shall not be counted in
determining the total number of outstanding shares for quorum purposes at any
given time.
 
         (b) Withdrawal of a Quorum.--The shareholders present at a duly
organized meeting can continue to do business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
 
         (c) Adjournments Generally.--Any regular or special meeting of the
shareholders, including one at which directors are to be elected and one which
cannot be organized because a quorum has not attended, may be adjourned for
such period and to such place as the shareholders present and entitled to vote
shall direct.
 
         (d) Electing Directors at Adjourned Meeting.--Those shareholders
entitled to vote who attend a meeting called for the election of directors
that has been previously adjourned for lack of a quorum, although less than a
quorum as fixed in this section, shall nevertheless constitute a quorum for
the purpose of electing directors.
 
         (e) Other Action in Absence of Quorum.-- Those shareholders entitled
to vote who attend a meeting of shareholders that has been previously
adjourned for one or more periods aggregating at least 15 days because of an
absence of a quorum, although less than a quorum as fixed in this section,
shall nevertheless constitute a quorum for the purpose of acting upon any
matter set forth in the notice of the meeting if the notice states that those
shareholders who attend the adjourned meeting shall nevertheless constitute a
quorum for the purpose of acting upon the matter.
 
         Section 3.05. Action by Shareholders.--Except as otherwise provided
in the Pennsylvania Business Corporation Law or the articles or these bylaws,
whenever any corporate action is to be taken by vote of the shareholders of
the corporation, it shall be authorized upon receiving the affirmative vote of
a majority of the votes cast by all
 
 
 
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shareholders entitled to vote thereon and, if any shareholders are entitled to
vote thereon as a class, upon receiving the affirmative vote of a majority of
the votes cast by the shareholders entitled to vote as a class.
 
         Section 3.06. Organization.--At every meeting of the shareholders,
the chairman of the board, if there be one, or, in the case of vacancy in
office or absence of the chairman of the board, one of the following persons
present in the order stated: the vice chairman of the board, if there be one,
the president, the vice presidents in their order of rank and seniority, or a
person chosen by vote of the shareholders present, shall act as chairman of
the meeting. The secretary or, in the absence of the secretary, an assistant
secretary, or, in the absence of both the secretary and assistant secretaries,
a person appointed by the chairman of the meeting, shall act as secretary of
the meeting.
 
         Section 3.07. Voting Rights of Shareholders.--Unless otherwise
provided in the articles, every shareholder of the corporation shall be
entitled to one vote for every share standing in the name of the shareholder
on the books of the corporation.
 
         Section 3.08.  Voting and Other Action by Proxy.
 
         (a)  General Rule.--
 
                  (1) Every shareholder entitled to vote at a meeting of
         shareholders may authorize another person to act for the shareholder
         by proxy.
 
                  (2) The presence of, or vote or other action at a meeting of
         shareholders by a proxy of a shareholder shall constitute the
         presence of, or vote or action by the shareholder.
 
                  (3) Where two or more proxies of a shareholder are present,
         the corporation shall, unless otherwise expressly provided in the
         proxy, accept as the vote of all shares represented thereby the vote
         cast by a majority of them and, if a majority of the proxies cannot
         agree whether the shares represented shall be voted or upon the
         manner of voting the shares, the voting of the shares shall be
         divided equally among those persons.
 
         (b) Execution and Filing.--Every proxy shall be executed in writing
by the shareholder or by the duly authorized attorney-in-fact of the
shareholder and filed with the secretary of the corporation. A telegram,
telex, cablegram, datagram or similar transmission from a shareholder or
attorney-in-fact, or a photographic, facsimile or similar reproduction of a
writing executed by a shareholder or attorney-in-fact:
 
                  (1)  may be treated as properly executed for purposes of this
          subsection; and
 
 
 
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<PAGE>
 
 
 
                  (2) shall be so treated if it sets forth a confidential and
         unique identification number or other mark furnished by the
         corporation to the shareholder for the purposes of a particular
         meeting or transaction.
 
         (c) Revocation.--A proxy, unless coupled with an interest, shall be
revocable at will, notwithstanding any other agreement or any provision in the
proxy to the contrary, but the revocation of a proxy shall not be effective
until written notice thereof has been given to the secretary of the
corporation. An unrevoked proxy shall not be valid after three years from the
date of its execution unless a longer time is expressly provided therein. A
proxy shall not be revoked by the death or incapacity of the maker unless,
before the vote is counted or the authority is exercised, written notice of
the death or incapacity is given to the secretary of the corporation.
 
         (d) Expenses.--The corporation shall pay the reasonable expenses of
solicitation of votes, proxies or consents of shareholders by or on behalf of
the board of directors or its nominees for election to the board, including
solicitation by professional proxy solicitors and otherwise.
 
         Section 3.09. Voting by Fiduciaries and Pledgees.--Shares of the
corporation standing in the name of a trustee or other fiduciary and shares
held by an assignee for the benefit of creditors or by a receiver may be voted
by the trustee, fiduciary, assignee or receiver. A shareholder whose shares
are pledged shall be entitled to vote the shares until the shares have been
transferred into the name of the pledgee, or a nominee of the pledgee, but
nothing in this section shall affect the validity of a proxy given to a
pledgee or nominee.
 
         Section 3.10.  Voting by Joint Holders of Shares.
 
         (a) General Rule.--Where shares of the corporation are held jointly
or as tenants in common by two or more persons, as fiduciaries or otherwise:
 
                  (1) if only one or more of such persons is present in person
         or by proxy, all of the shares standing in the names of such persons
         shall be deemed to be represented for the purpose of determining a
         quorum and the corporation shall accept as the vote of all the shares
         the vote cast by a joint owner or a majority of them; and
 
                  (2) if the persons are equally divided upon whether the
         shares held by them shall be voted or upon the manner of voting the
         shares, the voting of the shares shall be divided equally among the
         persons without prejudice to the rights of the joint owners or the
         beneficial owners thereof among themselves.
 
         (b) Exception.--If there has been filed with the secretary of the
corporation a copy, certified by an attorney at law to be correct, of the
relevant portions of the agreement under which the shares are held or the
instrument by which the trust or estate was created or the order of court
appointing them or of an order of court directing the voting of the shares,
the
 
 
 
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<PAGE>
 
 
persons specified as having such voting power in the document latest in date of
operative effect so filed, and only those persons, shall be entitled to vote the
shares but only in accordance therewith.
 
         Section 3.11.  Voting by Corporations.
 
         (a) Voting by Corporate Shareholders.--Any corporation that is a
shareholder of this corporation may vote at meetings of shareholders of this
corporation by any of its officers or agents, or by proxy appointed by any
officer or agent, unless some other person, by resolution of the board of
directors of the other corporation or a provision of its articles or bylaws, a
copy of which resolution or provision certified to be correct by one of its
officers has been filed with the secretary of this corporation, is appointed
its general or special proxy in which case that person shall be entitled to
vote the shares.
 
         (b) Controlled Shares.--Shares of this corporation owned, directly or
indirectly, by it and controlled, directly or indirectly, by the board of
directors of this corporation, as such, shall not be voted at any meeting and
shall not be counted in determining the total number of outstanding shares for
voting purposes at any given time.
 
         Section 3.12.  Determination of Shareholders of Record.
 
         (a) Fixing Record Date.--The board of directors may fix a time prior
to the date of any meeting of shareholders as a record date for the
determination of the shareholders entitled to notice of, or to vote at, the
meeting, which time, except in the case of an adjourned meeting, shall be not
more than 90 days prior to the date of the meeting of shareholders. Only
shareholders of record on the date fixed shall be so entitled notwithstanding
any transfer of shares on the books of the corporation after any record date
fixed as provided in this subsection. The board of directors may similarly fix
a record date for the determination of shareholders of record for any other
purpose. When a determination of shareholders of record has been made as
provided in this section for purposes of a meeting, the determination shall
apply to any adjournment thereof unless the board fixes a new record date for
the adjourned meeting.
 
         (b)  Determination When a Record Date is Not Fixed.--If a record date
is not fixed:
 
                  (1) The record date for determining shareholders entitled to
         notice of or to vote at a meeting of shareholders shall be at the
         close of business on the day next preceding the day on which notice
         is given.
 
                  (2) The record date for determining shareholders for any
         other purpose shall be at the close of business on the day on which
         the board of directors adopts the resolution relating thereto.
 
 
 
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         (c) Certification by Nominee.--The board of directors may adopt a
procedure whereby a shareholder of the corporation may certify in writing to
the corporation that all or a portion of the shares registered in the name of
the shareholder are held for the account of a specified person or persons.
Upon receipt by the corporation of a certification complying with the
procedure, the persons specified in the certification shall be deemed, for the
purposes set forth in the certification, to be the holders of record of the
number of shares specified in place of the shareholder making the
certification.
 
         Section 3.13.  Voting Lists.
 
         (a) General Rule.--The officer or agent having charge of the transfer
books for shares of the corporation shall make a complete list of the
shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order, with the address of and the number of shares held by each.
The list shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole
time of the meeting for the purposes thereof except that, if the corporation
has 5,000 or more shareholders, in lieu of the making of the list the
corporation may make the information therein available at the meeting by any
other means.
 
         (b) Effect of List.--Failure to comply with the requirements of this
section shall not affect the validity of any action taken at a meeting prior
to a demand at the meeting by any shareholder entitled to vote thereat to
examine the list. The original share register or transfer book, or a duplicate
thereof kept in the Commonwealth of Pennsylvania, shall be prima facie
evidence as to who are the shareholders entitled to examine the list or share
register or transfer book or to vote at any meeting of shareholders.
 
         Section 3.14.  Judges of Election.
 
         (a) Appointment.--In advance of any meeting of shareholders of the
corporation, the board of directors may appoint judges of election, who need
not be shareholders, to act at the meeting or any adjournment thereof. If
judges of election are not so appointed, the presiding officer of the meeting
may, and on the request of any shareholder shall, appoint judges of election
at the meeting. The number of judges shall be one or three. A person who is a
candidate for an office to be filled at the meeting shall not act as a judge.
 
         (b) Vacancies.--In case any person appointed as a judge fails to
appear or fails or refuses to act, the vacancy may be filled by appointment
made by the board of directors in advance of the convening of the meeting or
at the meeting by the presiding officer thereof.
 
         (c) Duties.--The judges of election shall determine the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, and the authenticity, validity and effect
of proxies, receive votes or ballots, hear and determine all challenges and
questions in any way arising in connection with nominations by shareholders or
the right to vote, count and tabulate all votes, determine the result and do
 
 
 
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such acts as may be proper to conduct the election or vote with fairness to
all shareholders. The judges of election shall perform their duties
impartially, in good faith, to the best of their ability and as expeditiously
as is practical. If there are three judges of election, the decision, act or
certificate of a majority shall be effective in all respects as the decision,
act or certificate of all.
 
         (d) Report.--On request of the presiding officer of the meeting or of
any shareholder, the judges shall make a report in writing of any challenge or
question or matter determined by them, and execute a certificate of any fact
found by them. Any report or certificate made by them shall be prima facie
evidence of the facts stated therein.
 
         Section 3.15. Minors as Security Holders.--The corporation may treat
a minor who holds shares or obligations of the corporation as having capacity
to receive and to empower others to receive dividends, interest, principal and
other payments or distributions, to vote or express consent or dissent and to
make elections and exercise rights relating to such shares or obligations
unless, in the case of payments or distributions on shares, the corporate
officer responsible for maintaining the list of shareholders or the transfer
agent of the corporation or, in the case of payments or distributions on
obligations, the treasurer or paying officer or agent has received written
notice that the holder is a minor.
 
         Section 3.16. Notifications of Nominations.--Subject to the rights of
holders of any class or series of preferred shares, nominations for the
election of directors may be made or proposed by or at the direction of the
board of directors or a proxy committee appointed by the board of directors,
or by any shareholder entitled to vote in the election of directors generally.
However, any such shareholder may nominate one or more persons for election as
directors at a meeting only if such shareholder has given timely notice in
proper written form of intent to make such nomination or nominations. To be
timely, a shareholder's notice must be received by the Secretary of the
corporation not less than 70 days nor more than 90 days prior to the first
anniversary of the previous year's annual meeting (or, in the case of a
special meeting, not earlier than the 90th day before such meeting and not
later than the later of (i) the 70th day prior to such meeting and (ii) the
10th day following the day on which notice of the meeting was mailed or public
announcement of the date of such meeting was made, whichever first occurs). To
be in proper written form, a shareholder's notice to the Secretary of the
corporation shall set forth:
 
                  (i)      the name and address of the shareholder who intends 
         to make the nominations and of the person or persons to be nominated;
 
                  (ii) a representation that the shareholder is a holder of
         record of shares of the corporation entitled to vote at such meeting
         and, if applicable, intends to appear in person or by proxy at the
         meeting to nominate the person or persons specified in the notice;
 
 
 
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<PAGE>
 
 
 
                  (iii) a description of all arrangements or understandings
         between the shareholder and each nominee and any other person or
         persons (naming such person or persons) pursuant to which the
         nomination or nominations are to be made by the shareholder;
 
                  (iv) such other information regarding each nominee to be
         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 had the nominee been nominated, or intended
         to be nominated by the board of directors; and
 
                  (v)      if applicable, the consent of each nominee to serve
         as director of the corporation if so elected.
 
         The chairman of the meeting may refuse to acknowledge the nomination
of any person not made in compliance with the foregoing procedures.
 
                                  ARTICLE IV
 
                              Board of Directors
 
         Section 4.01.  Powers; Personal Liability.
 
         (a) General Rule.--Unless otherwise provided by statute, all powers
vested by law in the corporation shall be exercised by or under the authority
of, and the business and affairs of the corporation shall be managed under the
direction of, the board of directors.
 
         (b)  Personal Liability of Directors.--
 
                  (1) A director shall not be personally liable, as such, for
         monetary damages (including, without limitation, any judgment, amount
         paid in settlement, penalty, punitive damages or expense of any
         nature (including, without limitation, attorneys' fees and
         disbursements)) for any action taken, or any failure to take any
         action, unless:
 
                           (i) the director has breached or failed to perform
                  the duties of his or her office under Subchapter 17B of the
                  Pennsylvania Business Corporation Law or any successor
                  provision; and
 
                           (ii)  the breach or failure to perform constitutes
                  self-dealing, willful misconduct or recklessness.
 
 
 
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                  (2) The provisions of paragraph (1) shall not apply to the
         responsibility or liability of a director pursuant to any criminal
         statute, or the liability of a director for the payment of taxes
         pursuant to local, State or Federal law.
 
(The provisions of this subsection (b) were first adopted by the shareholders
of the corporation on May 8, 1996.)
 
         (c) Notation of Dissent.--A director of the corporation who is
present at a meeting of the board of directors, or of a committee of the
board, at which action on any corporate matter is taken on which the director
is generally competent to act, shall be presumed to have assented to the
action taken unless his or her dissent is entered in the minutes of the
meeting or unless the director files his or her written dissent to the action
with the secretary of the meeting before the adjournment thereof or transmits
the dissent in writing to the secretary of the corporation immediately after
the adjournment of the meeting. The right to dissent shall not apply to a
director who voted in favor of the action. Nothing in this section shall bar a
director from asserting that minutes of the meeting incorrectly omitted his or
her dissent if, promptly upon receipt of a copy of such minutes, the director
notifies the secretary, in writing, of the asserted omission or inaccuracy.
 
         Section 4.02.  Qualifications and Selection of Directors.
 
         (a) Qualifications.--Each director of the corporation shall be a
natural person of full age who need not be a resident of the Commonwealth of
Pennsylvania or a shareholder of the corporation.
 
         (b) Election of Directors.--In elections for directors, voting need
not be by ballot, unless required by vote of the shareholders before the
voting for the election of directors begins. The candidates receiving the
highest number of votes from each class or group of classes, if any, entitled
to elect directors separately up to the number of directors to be elected by
the class or group of classes shall be elected. If at any meeting of
shareholders, directors of more than one class are to be elected, each class
of directors shall be elected in a separate election.
 
         Section 4.03.  Number and Term of Office.
 
         (a) Number.--The board of directors shall consist of such number of
directors, not less than three nor more than nine, as may be determined from
time to time by resolution of the board of directors.
 
         (b) Term of Office.--Each director shall hold office until the
expiration of the term for which he or she was selected and until a successor
has been selected and qualified or until his or her earlier death, resignation
or removal. A decrease in the number of directors shall not have the effect of
shortening the term of any incumbent director.
 
 
 
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         (c) Resignation.--Any director may resign at any time upon written
notice to the corporation. The resignation shall be effective upon receipt
thereof by the corporation or at such subsequent time as shall be specified in
the notice of resignation.
 
         (d) Classified Board of Directors.--The directors shall be classified
in respect of the time for which they shall severally hold office as follows:
 
                  (1)  Each class shall be as nearly equal in number as
possible.
 
                  (2) The term of office of at least one class shall expire in
each year.
 
                  (3) The members of each class shall be elected for a period
of three years.
 
         Section 4.04.  Vacancies.
 
         (a) General Rule.--Vacancies in the board of directors, including
vacancies resulting from an increase in the number of directors, may be filled
by a majority vote of the remaining members of the board though less than a
quorum, or by a sole remaining director, and each person so selected shall be
a director to serve until the next selection of the class for which such
director has been chosen, and until a successor has been selected and
qualified or until his or her earlier death, resignation or removal.
 
         (b) Action by Resigned Directors.--When one or more directors resign
from the board effective at a future date, the directors then in office,
including those who have so resigned, shall have power by the applicable vote
to fill the vacancies, the vote thereon to take effect when the resignations
become effective.
 
         Section 4.05.  Removal of Directors.
 
         (a) Removal by the Shareholders.--The entire board of directors, or
any class of the board, or any individual director may be removed from office
by vote of the shareholders entitled to vote thereon only for cause. In case
the board or a class of the board or any one or more directors are so removed,
new directors may be elected at the same meeting. The repeal of a provision of
the articles or bylaws prohibiting, or the addition of a provision to the
articles or bylaws permitting, the removal by the shareholders of the board, a
class of the board or a director without assigning any cause shall not apply
to any incumbent director during the balance of the term for which the
director was selected.
 
         (b) Removal by the Board.--The board of directors may declare vacant
the office of a director who has been judicially declared of unsound mind or
who has been convicted of an offense punishable by imprisonment for a term of
more than one year or if, within 60 days after notice of his or her selection,
the director does not accept the office either in writing or by attending a
meeting of the board of directors.
 
 
 
                                      13
 
 
<PAGE>
 
 
 
 
         Section 4.06. Place of Meetings.--Meetings of the board of directors
may be held at such place within or without the Commonwealth of Pennsylvania
as the board of directors may from time to time appoint or as may be
designated in the notice of the meeting.
 
         Section 4.07. Organization of Meetings.--At every meeting of the
board of directors, the chairman of the board, if there be one, or, in the
case of a vacancy in the office or absence of the chairman of the board, one
of the following officers present in the order stated: the vice chairman of
the board, if there be one, the president, the vice presidents in their order
of rank and seniority, or a person chosen by a majority of the directors
present, shall act as chairman of the meeting. The secretary or, in the
absence of the secretary, an assistant secretary, or, in the absence of the
secretary and the assistant secretaries, any person appointed by the chairman
of the meeting, shall act as secretary of the meeting.
 
         Section 4.08. Regular Meetings.--Regular meetings of the board of
directors shall be held at such time and place as shall be designated from
time to time by resolution of the board of directors.
 
         Section 4.09. Special Meetings.--Special meetings of the board of
directors shall be held whenever called by the chairman or by two or more of
the directors.
 
         Section 4.10.  Quorum of and Action by Directors.
 
         (a) General Rule.--A majority of the directors in office of the
corporation shall be necessary to constitute a quorum for the transaction of
business and the acts of a majority of the directors present and voting at a
meeting at which a quorum is present shall be the acts of the board of
directors.
 
         (b) Action by Written Consent.--Any action required or permitted to
be taken at a meeting of the directors may be taken without a meeting if,
prior or subsequent to the action, a consent or consents thereto by all of the
directors in office is filed with the secretary of the corporation.
 
         Section 4.11.  Executive and Other Committees.
 
         (a) Establishment and Powers.--The board of directors may, by
resolution adopted by a majority of the directors in office, establish one or
more committees to consist of one or more directors of the corporation. Any
committee, to the extent provided in the resolution of the board of directors,
shall have and may exercise all of the powers and authority of the board of
directors except that a committee shall not have any power or authority as to
the following:
 
                  (1) The submission to shareholders of any action requiring
         approval of shareholders under the Pennsylvania Business Corporation
         Law.
 
 
 
                                      14
 
 
<PAGE>
 
 
 
                  (2)  The creation or filling of vacancies in the board of
         directors.
 
                  (3)  The adoption, amendment or repeal of these bylaws.
 
                  (4) The amendment or repeal of any resolution of the board
         that by its terms is amendable or repealable only by the board.
 
                  (5) Action on matters committed by a resolution of the board
         of directors to another committee of the board.
 
         (b) Alternate Committee Members.--The board may designate one or more
directors as alternate members of any committee who may replace any absent or
disqualified member at any meeting of the committee or for the purposes of any
written action by the committee. In the absence or disqualification of a
member and alternate member or members of a committee, the member or members
thereof present at any meeting and not disqualified from voting, whether or
not constituting a quorum, may unanimously appoint another director to act at
the meeting in the place of the absent or disqualified member.
 
         (c)  Term.--Each committee of the board shall serve at the pleasure of
the board.
 
         (d) Committee Procedures.--The term "board of directors" or "board,"
when used in any provision of these bylaws relating to the organization or
procedures of or the manner of taking action by the board of directors, shall
be construed to include and refer to any executive or other committee of the
board.
 
         Section 4.12. Compensation.--The board of directors shall have the
authority to fix the compensation of directors for their services as directors
and a director may be a salaried officer of the corporation.
 
                                   ARTICLE V
 
                                   Officers
 
         Section 5.01.  Officers Generally.
 
         (a) Number, Qualifications and Designation.--The officers of the
corporation shall be a president, one or more vice presidents, a secretary, a
treasurer, and such other officers as may be elected in accordance with the
provisions of Section 5.03. Officers may but need not be directors or
shareholders of the corporation. The president and secretary shall be natural
persons of full age. The treasurer may be a corporation, but if a natural
person shall be of full age. The board of directors may elect from among the
members of the board a chairman 
 
 
 
                                      15
 
 
<PAGE>
 
 
of the board and a vice chairman of the board who shall be officers of the
corporation. Any number of offices may be held by the same person.
 
         (b)  Bonding.--The corporation may secure the fidelity of any or all
of its officers by bond or otherwise.
 
         (c) Standard of Care.--In lieu of the standards of conduct otherwise
provided by law, officers of the corporation shall be subject to the same
standards of conduct, including standards of care and loyalty and rights of
justifiable reliance, as shall at the time be applicable to directors of the
corporation. An officer of the corporation shall not be personally liable, as
such, to the corporation or its shareholders for monetary damages (including,
without limitation, any judgment, amount paid in settlement, penalty, punitive
damages or expense of any nature (including, without limitation, attorneys'
fees and disbursements)) for any action taken, or any failure to take any
action, unless the officer has breached or failed to perform the duties of his
or her office under the articles of incorporation, these bylaws, or the
applicable provisions of law and the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. The provisions of this
subsection shall not apply to the responsibility or liability of an officer
pursuant to any criminal statute or for the payment of taxes pursuant to
local, state or federal law.
 
         Section 5.02.  Election, Term of Office and Resignations.
 
         (a) Election and Term of Office.--The officers of the corporation,
except those elected by delegated authority pursuant to Section 5.03, shall be
elected annually by the board of directors, and each such officer shall hold
office for a term of one year and until a successor has been selected and
qualified or until his or her earlier death, resignation or removal.
 
         (b) Resignations.--Any officer may resign at any time upon written
notice to the corporation. The resignation shall be effective upon receipt
thereof by the corporation or at such subsequent time as may be specified in
the notice of resignation.
 
         Section 5.03. Subordinate Officers, Committees and Agents.--The board
of directors may from time to time elect such other officers and appoint such
committees, employees or other agents as the business of the corporation may
require, including one or more assistant secretaries, and one or more
assistant treasurers, each of whom shall hold office for such period, have
such authority, and perform such duties as are provided in these bylaws, or as
the board of directors may from time to time determine. The board of directors
may delegate to any officer or committee the power to elect subordinate
officers and to retain or appoint employees or other agents, or committees
thereof, and to prescribe the authority and duties of such subordinate
officers, committees, employees or other agents.
 
         Section 5.04.  Removal of Officers and Agents.--Any officer or agent
of the corporation may be removed by the board of directors with or without
cause. The removal 
 
 
 
                                      16
 
 
<PAGE>
 
 
shall be without prejudice to the contract rights, if any, of any person so
removed. Election or appointment of an officer or agent shall not of itself
create contract rights.
 
         Section 5.05. Vacancies.--A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, may be filled by
the board of directors or by the officer or committee to which the power to
fill such office has been delegated pursuant to Section 5.03, as the case may
be, and if the office is one for which these bylaws prescribe a term, shall be
filled for the unexpired portion of the term.
 
         Section 5.06.  Authority.
 
         (a) General Rule.--All officers of the corporation, as between
themselves and the corporation, shall have such authority and perform such
duties in the management of the corporation as may be provided by or pursuant
to resolutions or orders of the board of directors or, in the absence of
controlling provisions in the resolutions or orders of the board of directors,
as may be determined by or pursuant to these bylaws.
 
         (b) Chief Executive Officer.--The chairman of the board or the
president, as designated from time to time by the board of directors, shall be
the chief executive officer of the corporation.
 
         Section 5.07. The Chairman and Vice Chairman of the Board.--The
chairman of the board or in the absence of the chairman, the vice chairman of
the board, shall preside at all meetings of the shareholders and of the board
of directors, and shall perform such other duties as may from time to time be
requested by the board of directors.
 
         Section 5.08. The President.--The president shall have general
supervision over the business and operations of the corporation, subject
however, to the control of the board of directors and, if the chairman of the
board is the chief executive officer of the corporation, the chairman of the
board. The president shall sign, execute, and acknowledge, in the name of the
corporation, deeds, mortgages, bonds, contracts or other instruments,
authorized by the board of directors, except in cases where the signing and
execution thereof shall be expressly delegated by the board of directors, or
by these bylaws, to some other officer or agent of the corporation; and, in
general, shall perform all duties incident to the office of president and such
other duties as from time to time may be assigned by the board of directors
and, if the chairman of the board is the chief executive officer of the
corporation, the chairman of the board.
 
         Section 5.09. The Vice Presidents.--The vice presidents shall perform
the duties of the president in the absence of the president and such other
duties as may from time to time be assigned to them by the board of directors
or the president.
 
         Section 5.10.  The Secretary.--The secretary or an assistant secretary
shall attend all meetings of the shareholders and of the board of directors
and all committees thereof and 
 
 
 
                                      17
 
 
<PAGE>
 
 
shall record all the votes of the shareholders and of the directors and the
minutes of the meetings of the shareholders and of the board of directors and of
committees of the board in a book or books to be kept for that purpose; shall
see that notices are given and records and reports properly kept and filed by
the corporation as required by law; shall be the custodian of the seal of the
corporation and see that it is affixed to all documents to be executed on behalf
of the corporation under its seal; and, in general, shall perform all duties
incident to the office of secretary, and such other duties as may from time to
time be assigned by the board of directors or the president.
 
         Section 5.11. The Treasurer.--The treasurer or an assistant treasurer
shall have or provide for the custody of the funds or other property of the
corporation; shall collect and receive or provide for the collection and
receipt of moneys earned by or in any manner due to or received by the
corporation; shall deposit all funds in his or her custody as treasurer in
such banks or other places of deposit as the board of directors may from time
to time designate; shall, whenever so required by the board of directors,
render an account showing all transactions as treasurer, and the financial
condition of the corporation; and, in general, shall discharge such other
duties as may from time to time be assigned by the board of directors or the
president.
 
         Section 5.12. Salaries.--The salaries of the officers elected by the
board of directors shall be fixed from time to time by the board of directors
or by such officer as may be designated by resolution of the board. The
salaries or other compensation of any other officers, employees and other
agents shall be fixed from time to time by the officer or committee to which
the power to elect such officers or to retain or appoint such employees or
other agents has been delegated pursuant to Section 5.03. No officer shall be
prevented from receiving such salary or other compensation by reason of the
fact that the officer is also a director of the corporation.
 
                                  ARTICLE VI
 
                     Certificates of Stock, Transfer, Etc.
 
         Section 6.01.  Share Certificates.
 
         (a) Form of Certificates.--Certificates for shares of the corporation
shall be in such form as approved by the board of directors or by officers of
the corporation designated by the board of directors, and shall state that the
corporation is incorporated under the laws of the Commonwealth of
Pennsylvania, the name of the person to whom issued, and the number and class
of shares and the designation of the series (if any) that the certificate
represents. If the corporation is authorized to issue shares of more than one
class or series, certificates for shares of the corporation shall set forth
upon the face or back of the certificate (or shall state on the face or back
of the certificate that the corporation will furnish to any shareholder upon
 
 
 
                                      18
 
 
<PAGE>
 
 
 
request and without charge), a full or summary statement of the designations,
voting rights, preferences, limitations and special rights of the shares of
each class or series authorized to be issued so far as they have been fixed
and determined and the authority of the board of directors to fix and
determine the designations, voting rights, preferences, limitations and
special rights of the classes and series of shares of the corporation.
 
         (b) Share Register.--The share register or transfer books and blank
share certificates shall be kept by the secretary or by any transfer agent or
registrar designated by the board of directors for that purpose.
 
         Section 6.02. Issuance.--The share certificates of the corporation
shall be numbered and registered in the share register or transfer books of
the corporation as they are issued. They shall be executed in such manner as
the board of directors shall determine. In case any officer, transfer agent or
registrar who has signed or authenticated, or whose facsimile signature or
authentication has been placed upon, any share certificate shall have ceased
to be such officer, transfer agent or registrar because of death, resignation
or otherwise, before the certificate is issued, the certificate may be issued
with the same effect as if the officer, transfer agent or registrar had not
ceased to be such at the date of its issue. The provisions of this Section
6.02 shall be subject to any inconsistent or contrary agreement in effect at
the time between the corporation and any transfer agent or registrar.
 
         Section 6.03. Transfer.--Transfers of shares shall be made on the
share register or transfer books of the corporation upon surrender of the
certificate therefor, endorsed by the person named in the certificate or by an
attorney lawfully constituted in writing. No transfer shall be made
inconsistent with the provisions of the Uniform Commercial Code, 13 Pa.C.S.
sections 8101 et seq., and its amendments and supplements.
 
         Section 6.04. Record Holder of Shares.--The corporation shall be
entitled to treat the person in whose name any share or shares of the
corporation stand on the books of the corporation as the absolute owner
thereof, and shall not be bound to recognize any equitable or other claim to,
or interest in, such share or shares on the part of any other person.
 
         Section 6.05. Lost, Destroyed or Mutilated Certificates.--The holder
of any shares of the corporation shall immediately notify the corporation of
any loss, destruction or mutilation of the certificate therefor, and the board
of directors may, in its discretion, cause a new certificate or certificates
to be issued to such holder, in case of mutilation of the certificate, upon
the surrender of the mutilated certificate or, in case of loss or destruction
of the certificate, upon satisfactory proof of such loss or destruction and,
if the board of directors shall so determine, the deposit of a bond in such
form and in such sum, and with such surety or sureties, as it may direct.
 
 
 
                                      19
 
 
<PAGE>
 
 
 
                                  ARTICLE VII
 
                  Indemnification of Directors, Officers and
                       Other Authorized Representatives
 
                      (The provisions of this Article VII
                    were first adopted by the shareholders
                      of the corporation on May 8, 1996)
 
         Section 7.01.  Scope of Indemnification.
 
         (a) General Rule.--The corporation shall indemnify an indemnified
representative against any liability incurred in connection with any
proceeding in which the indemnified representative may be involved as a party
or otherwise by reason of the fact that such person is or was serving in an
indemnified capacity, including, without limitation, liabilities resulting
from any actual or alleged breach or neglect of duty, error, misstatement or
misleading statement, negligence, gross negligence or act giving rise to
strict or products liability, except:
 
                  (1)  where such indemnification is expressly prohibited by
         applicable law;
 
                  (2) where the conduct of the indemnified representative has
         been finally determined pursuant to Section 7.06 or otherwise:
 
                           (i) to constitute willful misconduct or
                  recklessness within the meaning of 15 Pa.C.S. ss. 1746(b) or
                  any superseding provision of law sufficient in the
                  circumstances to bar indemnification against liabilities
                  arising from the conduct; or
 
                           (ii) to be based upon or attributable to the
                  receipt by the indemnified representative from the
                  corporation of a personal benefit to which the indemnified
                  representative is not legally entitled; or
 
                  (3) to the extent such indemnification has been finally
         determined in a final adjudication pursuant to Section 7.06 to be
         otherwise unlawful.
 
         (b) Partial Payment.--If an indemnified representative is entitled to
indemnification in respect of a portion, but not all, of any liabilities to
which such person may be subject, the corporation shall indemnify such
indemnified representative to the maximum extent for such portion of the
liabilities.
 
 
 
                                      20
 
 
<PAGE>
 
 
 
         (c) Presumption.--The termination of a proceeding by judgment, order,
settlement or conviction or upon a plea of nolo contendere or its equivalent
shall not of itself create a presumption that the indemnified representative
is not entitled to indemnification.
 
         (d)  Definitions.--For purposes of this Article:
 
                  (1) "indemnified capacity" means any and all past, present
         and future service by an indemnified representative in one or more
         capacities as a director, officer, employee or agent of the
         corporation, or, at the request of the corporation, as a director,
         officer, employee, agent, fiduciary or trustee of another
         corporation, partnership, joint venture, trust, employee benefit plan
         or other entity or enterprise;
 
                  (2) "indemnified representative" means any and all directors
         and officers of the corporation and any other person designated as an
         indemnified representative by the board of directors of the
         corporation (which may, but need not, include any person serving at
         the request of the corporation, as a director, officer, employee,
         agent, fiduciary or trustee of another corporation, partnership,
         joint venture, trust, employee benefit plan or other entity or
         enterprise);
 
                  (3) "liability" means any damage, judgment, amount paid in
         settlement, fine, penalty, punitive damages, excise tax assessed with
         respect to an employee benefit plan, or cost or expense of any nature
         (including, without limitation, attorneys' fees and disbursements);
         and
 
                  (4) "proceeding" means any threatened, pending or completed
         action, suit, appeal or other proceeding of any nature, whether
         civil, criminal, administrative or investigative, whether formal or
         informal, and whether brought by or in the right of the corporation,
         a class of its security holders or otherwise.
 
         Section 7.02. Proceedings Initiated by Indemnified Representatives.--
Notwithstanding any other provision of this Article, the corporation shall not
indemnify under this Article an indemnified representative for any liability
incurred in a proceeding initiated (which shall not be deemed to include
counter claims or affirmative defenses) or participated in as an intervenor or
amicus curiae by the person seeking indemnification unless such initiation of
or participation in the proceeding is authorized, either before or after its
commencement, by the affirmative vote of a majority of the directors in
office. This section does not apply to reimbursement of expenses incurred in
successfully prosecuting or defending an arbitration under Section 7.06 or
otherwise successfully prosecuting or defending the rights of an indemnified
representative granted by or pursuant to this Article.
 
         Section 7.03. Advancing Expenses.--The corporation shall pay the
expenses (including attorneys' fees and disbursements) incurred in good faith
by an indemnified representative in advance of the final disposition of a
proceeding described in Section 7.01 or the initiation of or participation in
which is authorized pursuant to Section 7.02 upon receipt 
 
 
 
                                      21
 
 
<PAGE>
 
 
of an undertaking by or on behalf of the indemnified representative to repay the
amount if it is ultimately determined pursuant to Section 7.06 that such person
is not entitled to be indemnified by the corporation pursuant to this Article.
The financial ability of an indemnified representative to repay an advance shall
not be a prerequisite to the making of such advance.
 
         Section 7.04. Securing of Indemnification Obligations.--To further
effect, satisfy or secure the indemnification obligations provided herein or
otherwise, the corporation may maintain insurance, obtain a letter of credit,
act as self-insurer, create a reserve, trust, escrow, cash collateral or other
fund or account, enter into indemnification agreements, pledge or grant a
security interest in any assets or properties of the corporation, or use any
other mechanism or arrangement whatsoever in such amounts, at such costs, and
upon such other terms and conditions as the board of directors shall deem
appropriate. Absent fraud, the determination of the board of directors with
respect to such amounts, costs, terms and conditions shall be conclusive
against all security holders, officers and directors and shall not be subject
to voidability.
 
         Section 7.05. Payment of Indemnification.--An indemnified
representative shall be entitled to indemnification within 30 days after a
written request for indemnification has been delivered to the secretary of the
corporation.
 
         Section 7.06.  Arbitration.
 
         (a) General Rule.--Any dispute related to the right to
indemnification, contribution or advancement of expenses as provided under
this Article, except with respect to indemnification for liabilities arising
under the Securities Act of 1933 that the corporation has undertaken to submit
to a court for adjudication, shall be decided only by arbitration in the
metropolitan area in which the principal executive offices of the corporation
are located at the time, in accordance with the commercial arbitration rules
then in effect of the American Arbitration Association, before a panel of
three arbitrators, one of whom shall be selected by the corporation, the
second of whom shall be selected by the indemnified representative and the
third of whom shall be selected by the other two arbitrators. In the absence
of the American Arbitration Association, or if for any reason arbitration
under the arbitration rules of the American Arbitration Association cannot be
initiated, and if one of the parties fails or refuses to select an arbitrator
or the arbitrators selected by the corporation and the indemnified
representative cannot agree on the selection of the third arbitrator within 30
days after such time as the corporation and the indemnified representative
have each been notified of the selection of the other's arbitrator, the
necessary arbitrator or arbitrators shall be selected by the presiding judge
of the court of general jurisdiction in such metropolitan area.
 
         (b) Qualifications of Arbitrators.--Each arbitrator selected as
provided herein is required to be or have been a director or executive officer
of a corporation whose shares of common stock were listed during at least one
year of such service on the New York Stock 
 
 
 
                                      22
 
 
<PAGE>
 
 
 
Exchange or the American Stock Exchange or quoted on the National Association of
Securities Dealers Automated Quotations System.
 
         (c) Burden of Proof.--The party or parties challenging the right of
an indemnified representative to the benefits of this Article shall have the
burden of proof.
 
         (d) Expenses.--The corporation shall reimburse an indemnified
representative for the expenses (including attorneys' fees and disbursements)
incurred in successfully prosecuting or defending such arbitration.
 
         (e) Effect.--Any award entered by the arbitrators shall be final,
binding and nonappealable and judgment may be entered thereon by any party in
accordance with applicable law in any court of competent jurisdiction, except
that the corporation shall be entitled to interpose as a defense in any such
judicial enforcement proceeding any prior final judicial determination adverse
to the indemnified representative under Section 7.01(a)(2) in a proceeding not
directly involving indemnification under this Article. This arbitration
provision shall be specifically enforceable.
 
         Section 7.07. Contribution.--If the indemnification provided for in
this Article or otherwise is unavailable for any reason in respect of any
liability or portion thereof, the corporation shall contribute to the
liabilities to which the indemnified representative may be subject in such
proportion as is appropriate to reflect the intent of this Article or
otherwise.
 
         Section 7.08. Mandatory Indemnification of Directors, Officers,
etc.--To the extent that an authorized representative of the corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 1741 or 1742 of the Pennsylvania Business
Corporation Law or in defense of any claim, issue or matter therein, such
person shall be indemnified against expenses (including attorneys' fees and
disbursements) actually and reasonably incurred by such person in connection
therewith.
 
         Section 7.09. Contract Rights; Amendment or Repeal.-- All rights
under this Article shall be deemed a contract between the corporation and the
indemnified representative pursuant to which the corporation and each
indemnified representative intend to be legally bound. Any repeal, amendment
or modification hereof shall be prospective only and shall not affect any
rights or obligations then existing.
 
         Section 7.10. Scope of Article.--The rights granted by this Article
shall not be deemed exclusive of any other rights to which those seeking
indemnification, contribution or advancement of expenses may be entitled under
any statute, agreement, vote of shareholders or disinterested directors or
otherwise, both as to action in an indemnified capacity and as to action in
any other capacity. The indemnification, contribution and advancement of
expenses provided by or granted pursuant to this Article shall continue as to
a person who has ceased to be an indemnified representative in respect of
matters arising prior to such time, and shall 
 
 
 
                                      23
 
 
<PAGE>
 
 
inure to the benefit of the heirs, executors, administrators and personal
representatives of such a person.
 
         Section 7.11. Reliance on Provisions.--Each person who shall act as
an indemnified representative of the corporation shall be deemed to be doing
so in reliance upon the rights of indemnification, contribution and
advancement of expenses provided by this Article.
 
         Section 7.12.  Interpretation.--The provisions of this Article are
intended to constitute bylaws authorized by 15 Pa.C.S. sections 1746.
 
                                 ARTICLE VIII
 
                                 Miscellaneous
 
         Section 8.01. Corporate Seal.--The corporation shall have a corporate
seal in the form of a circle containing the name of the corporation, the year
of incorporation and such other details as may be approved by the board of
directors. The affixation of the corporate seal shall not be necessary to the
valid execution, assignment or endorsement by the corporation of any
instrument or other document.
 
         Section 8.02. Checks.--All checks, notes, bills of exchange or other
similar orders in writing shall be signed by such one or more officers or
employees of the corporation as the board of directors may from time to time
designate.
 
         Section 8.03.  Contracts.
 
                  (a) General Rule.--Except as otherwise provided in the
Pennsylvania Business Corporation Law in the case of transactions that require
action by the shareholders, the board of directors may authorize any officer
or agent to enter into any contract or to execute or deliver any instrument on
behalf of the corporation, and such authority may be general or confined to
specific instances.
 
                  (b) Statutory Form of Execution of Instruments.--Any note,
mortgage, evidence of indebtedness, contract or other document, or any
assignment or endorsement thereof, executed or entered into between the
corporation and any other person, when signed by one or more officers or
agents having actual or apparent authority to sign it, or by the president or
vice president and secretary or assistant secretary or treasurer or assistant
treasurer of the corporation, shall be held to have been properly executed for
and in behalf of the corporation, without prejudice to the rights of the
corporation against any person who shall have executed the instrument in
excess of his or her actual authority.
 
 
 
                                      24
 
 
<PAGE>
 
 
 
         Section 8.04.  Interested Directors or Officers; Quorum.
 
         (a) General Rule.--A contract or transaction between the corporation
and one or more of its directors or officers or between the corporation and
another corporation, partnership, joint venture, trust or other enterprise in
which one or more of its directors or officers are directors or officers or
have a financial or other interest, shall not be void or voidable solely for
that reason, or solely because the director or officer is present at or
participates in the meeting of the board of directors that authorizes the
contract or transaction, or solely because his, her or their votes are counted
for that purpose, if:
 
                  (1) the material facts as to the relationship or interest
         and as to the contract or transaction are disclosed or are known to
         the board of directors and the board authorizes the contract or
         transaction by the affirmative votes of a majority of the
         disinterested directors even though the disinterested directors are
         less than a quorum;
 
                  (2) the material facts as to his or her relationship or
         interest and as to the contract or transaction are disclosed or are
         known to the shareholders entitled to vote thereon and the contract
         or transaction is specifically approved in good faith by vote of
         those shareholders; or
 
                  (3) the contract or transaction is fair as to the
         corporation as of the time it is authorized, approved or ratified by
         the board of directors or the shareholders.
 
         (b) Quorum.--Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board which
authorizes a contract or transaction specified in subsection (a).
 
         Section 8.05. Deposits.--All funds of the corporation shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositaries as the board of directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by
such one or more officers or employees of the corporation as the board of
directors shall from time to time designate.
 
         Section 8.06.  Corporate Records.
 
         (a) Required Records.--The corporation shall keep complete and
accurate books and records of account, minutes of the proceedings of the
incorporators, shareholders and directors and a share register giving the
names and addresses of all shareholders and the number and class of shares
held by each. The share register shall be kept at either the registered office
of the corporation in the Commonwealth of Pennsylvania or at its principal
place of business wherever situated or at the office of its registrar or
transfer agent. Any books, minutes or other records may be in written form or
any other form capable of being converted into written form within a
reasonable time.
 
 
 
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         (b) Right of Inspection.--Every shareholder shall, upon written
verified demand stating the purpose thereof, have a right to examine, in
person or by agent or attorney, during the usual hours for business for any
proper purpose, the share register, books and records of account, and records
of the proceedings of the incorporators, shareholders and directors and to
make copies or extracts therefrom. A proper purpose shall mean a purpose
reasonably related to the interest of the person as a shareholder. In every
instance where an attorney or other agent is the person who seeks the right of
inspection, the demand shall be accompanied by a verified power of attorney or
other writing that authorizes the attorney or other agent to so act on behalf
of the shareholder. The demand shall be directed to the corporation at its
registered office in the Commonwealth of Pennsylvania or at its principal
place of business wherever situated.
 
         Section 8.07. Amendment of Bylaws.--These bylaws may be amended or
repealed, or new bylaws 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 expressly to the
shareholders and regardless of whether the shareholders have previously
adopted or approved the bylaw being amended or repealed, by vote of a majority
of the board of directors of the corporation in office at any regular or
special meeting of directors. Any change in these bylaws shall take effect
when adopted unless otherwise provided in the resolution effecting the change.
See Section 2.03(b) (relating to notice of action by shareholders on bylaws).
 
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