
<PAGE>
 
                                     BYLAWS

                                       OF

                               PIERCE LEAHY CORP.


                               ARTICLE I - OFFICE
                               ------------------

          Section 1-1.  Registered Office.  The registered office of the
          -----------   -----------------                               
Corporation shall be located within the Commonwealth of Pennsylvania at such
place as the Board of Directors (hereinafter referred to as the "Board of
Directors" or the "Board") shall determine from time to time.


                     ARTICLE II - MEETINGS OF SHAREHOLDERS
                     -------------------------------------

          Section 2-1.  Place of Meetings of Shareholders.  Meetings of
          -----------   ---------------------------------              
shareholders shall be held at such places, within or without the Commonwealth of
Pennsylvania, as may be fixed from time to time by the Board of Directors. If no
such place is fixed by the Board of Directors, meetings of the shareholders
shall be held at the registered office of the Corporation.

          Section 2-2.  Annual Meeting of Shareholders.
          -----------   ------------------------------ 

                  (a)   Time.  A meeting of the shareholders of the Corporation
                        ----            
shall be held in each calendar year, commencing with the year 1998, at such time
as the Board of Directors may determine.

                  (b)   Election of Directors.  At such annual meeting, there 
                        ---------------------    
shall be held an election of Directors.

          Section 2-3.  Special Meetings of Shareholders.  Except as expressly
          -----------   --------------------------------                      
required by law, special meetings of the shareholders may be called at any time
only by:

                  (a)   the Chairman of the Board, if any, if such officer is
serving as the chief executive officer of the Corporation, and otherwise the
President of the Corporation; or

                  (b)   the Board of Directors.

          Upon the written request of any person who has called a special
meeting, under these Bylaws or applicable law, which request specifies the
general nature of the business to be transacted at such meeting, it shall be the
duty of the Secretary to fix the time and place of such meeting, which shall be
held not less than five nor more than 60 days after the receipt of such request,
and to give due notice thereof as required by Section 2-4 hereof. If the
Secretary neglects or refuses to fix the time and place of such meeting, the
person or persons calling the meeting may do so.

          Section 2-4.  Notices of Meetings of Shareholders.  Written notice,
          -----------   -----------------------------------                  
complying with Article VI of these Bylaws, stating the place and time and, in
the case of special meetings, the general nature of the business to be
transacted at any meeting of the shareholders, shall be given to each
<PAGE>
 
shareholder of record entitled to vote at the meeting, except as provided in
Section 1707 of the Pennsylvania Business Corporation Law of 1988, as amended
(the "Pennsylvania BCL"), at least five days prior to the day named for the
meeting, provided that notice shall be given at least ten days prior to the day
named for a meeting to consider a fundamental change under Chapter 19 of the
Pennsylvania BCL. Such notices may be given by, or at the direction of, the
Secretary or other authorized person. If the Secretary or other authorized
person neglects or refuses to give notice of a meeting, the person or persons
calling the meeting may do so.

          Section 2-5.  Quorum of and Action by Shareholders.
          -----------   ------------------------------------ 

                  (a)   General Rule.  Except as provided in subsections (c), 
                        ------------   
(d) and (e) of this Section 2-5, the presence, in person or by proxy, of
shareholders entitled to cast at least a majority of the votes that all
shareholders are entitled to cast on a particular matter to be acted upon at the
meeting shall constitute a quorum for the purpose of consideration and action on
the matter. To the extent that a quorum is present with respect to consideration
of any action or particular matter or matters but a quorum is not present as to
any other matter or matters, consideration of an action on the matter or matters
for which a quorum is present may occur and, after such consideration and
action, the meeting may be adjourned for purposes of the consideration of and
action on a matter or matters for which a quorum is not present. Unless the
Pennsylvania BCL permits otherwise, this Section 2-5(a) may be modified only by
a Bylaw amendment adopted by the shareholders.

                  (b)   Action by Shareholders.  Except as otherwise provided 
                        ----------------------                                
by law, whenever any corporate action is to be taken by vote of the shareholders
of the Corporation at a duly organized meeting of shareholders, it shall be
authorized upon receiving the affirmative vote of a majority of the votes
properly cast at the meeting with respect to such matter and, if any
shareholders are entitled to vote thereon as a class, upon receiving the
affirmative vote of a majority of the votes properly cast by the shareholders
entitled to vote as a class. Unless the Pennsylvania BCL permits otherwise, this
Section 2-5(b) may be modified only by a Bylaw amendment adopted by the
shareholders.

                  (c)   Withdrawal.  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.

                  (d)   Election of Directors at Adjourned Meetings.  In the 
                        -------------------------------------------          
case of any meeting called for the election of Directors, those shareholders who
attend a meeting called for the election of Directors that has been previously
adjourned for lack of a quorum (whether with respect to a particular matter or
all matters to be considered and acted upon at such meeting), although less than
a quorum as fixed in subsection (a), shall nevertheless constitute a quorum for
the purpose of electing Directors.

                  (e)   Conduct of Other Business at Adjourned Meetings.  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 (whether with respect to a particular matter
or all matters to be considered and acted upon at such meeting), although less
than a quorum as fixed in subsection (a), shall nevertheless constitute a quorum
for the purpose of acting upon any matter set forth in the notice of 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.

                                      -2-
<PAGE>
 
          Section 2-6.  Adjournments.
          -----------   ------------ 

                  (a)   General Rule.  Any regular or special meeting of the 
                        ------------                               
shareholders, including one at which directors are to be elected, may be
adjourned for such period as the shareholders present and entitled to vote shall
direct.

                  (b)   Lack of Quorum.  If a meeting cannot be organized 
                        --------------              
because a quorum has not attended, those present may, except as otherwise
provided in this Section 2-6, adjourn the meeting to such time and place as they
may determine.

                  (c)   Notice of an Adjourned Meeting.  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.

          Section 2-7.  Voting List, Voting and Proxies.
          -----------   ------------------------------- 

                  (a)   Voting List. 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 making the list, the Corporation may make
the information therein available at the meeting by any other means.

                  (b)   Voting.  Except as otherwise specifically provided by 
                        ------            
law, all matters coming before the meeting shall be determined by a vote of
shares. Such vote shall be taken by voice unless the presiding officer
determines, or a shareholder demands, before the vote begins, that it be taken
by ballot.

                  (c)   Proxies.  At all meetings of shareholders, shareholders
                        -------                                         
entitled to vote may attend and vote either in person or by proxy. Every proxy
shall be executed in writing by the shareholder or by such shareholder's duly
authorized attorney-in-fact and filed with the Secretary of the Corporation. A
proxy, unless coupled with an interest (as defined in Section 1759(d) of the
Pennsylvania BCL), 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)   Judges of Election.  In advance of any meeting of 
                        ------------------      
shareholders of the Corporation, the Board of Directors may appoint one or three
Judges of Election, who need not be shareholders and who will have such duties
as provided in Section 1765(a)(3) of the Pennsylvania BCL, to act at the meeting
or any adjournment thereof. If one or three Judges of Election are not so
appointed, the presiding officer of the meeting may, and on the request of any
shareholder shall, appoint one or three Judges of Election at the meeting. In
case any person appointed as a Judge of Election fails to appear or refuses to
act, the vacancy may be filled by appointment made by the Board of Directors in
advance of

                                      -3-
<PAGE>
 
the convening of the meeting or at the meeting by the presiding officer. A
person who is a candidate for office to be filled at the meeting shall not act
as a Judge of Election. Unless the Pennsylvania BCL permits otherwise, this
Section 2-7(d) may be modified only by a Bylaw amendment adopted by the
shareholders.

          Section 2-8.  Participation in Meetings by Conference Telephone.  The
          -----------   -------------------------------------------------      
Board may provide by resolution, or the presiding officer may permit, with
respect to a particular meeting of shareholders that one or more persons may
participate in that meeting of the shareholders, be counted for the purposes of
determining a quorum and exercise all rights and privileges to which such person
might be entitled were such person personally in attendance, including the right
to vote, by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other.
Unless the Board so provides, or the presiding officer so permits, no person may
participate in a meeting of the shareholders by means of conference telephone or
similar communications equipment.

          Section 2-9.  No Consents in Lieu of Meeting.  No action of the
          -----------   ------------------------------                   
shareholders shall be taken by either unanimous or partial written consent or
other consent in lieu of a meeting.

          Section 2-10. Business at Meetings of Shareholders.  Except as
          ------------  ------------------------------------            
otherwise provided by law (including but not limited to Rule 14a-8 of the
Securities Exchange Act of 1934, as amended, or any successor provision thereto)
or in these Bylaws, the business which shall be conducted at any meeting of the
shareholders shall (a) have been specified in the written notice of the meeting
(or any supplement thereto) given by the Corporation, (b) be brought before the
meeting at the direction of the Board of Directors, (c) be brought before the
meeting by the presiding officer of the meeting unless a majority of the
Directors then in office object to such business being conducted at the meeting,
or (d) in the case of an annual meeting of shareholders, have been specified in
a written notice given to the Secretary of the Corporation, by or on behalf of
any shareholder who shall have been a shareholder of record on the record date
for such meeting and who shall continue to be entitled to vote thereat (the
"Shareholder Notice"), in accordance with all of the following requirements:

                  (a)   Each Shareholder Notice must be delivered to, or mailed
and received at, the principal executive offices of the Corporation (i) in the
case of an annual meeting that is called for a date that is within 30 days
before or after the anniversary date of the immediately preceding annual meeting
of shareholders, not less than 120 days nor more than 150 days prior to the date
of the Corporation's proxy statement was released to shareholders in connection
with the previous year's annual meeting of shareholders, and (ii) in the case of
an annual meeting that is called for a date that is not within 30 days before or
after the anniversary date of the immediately preceding annual meeting, not
later than the close of business on the tenth day following the day on which
notice of the date of the meeting was mailed or public disclosure of the date of
the meeting was made, whichever occurs first; and

                  (b)   Each such Shareholder Notice must set forth: (i) the
name and address of the shareholder who intends to bring the business before the
meeting; (ii) the general nature of the business which such shareholder seeks to
bring before the meeting and, if a specific action is to be proposed, the text
of the resolution or resolutions which the proposing shareholder proposes that
the shareholders adopt; and (iii) a representation that the shareholder is a
holder of record of the stock of the Corporation entitled to vote at such
meeting and intends to appear in person or by proxy at the meeting to bring the
business specified in the notice before the meeting. The presiding officer of
the meeting

                                      -4-
<PAGE>
 
may, in such officer's sole discretion, refuse to acknowledge any business
proposed by a shareholder not made in compliance with the foregoing procedure.

                  (c)   Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this Section 2-10. The chairman of
the meeting shall, if the facts warrant, determine and declare to the meeting
that business was not properly brought before the meeting and in accordance with
the procedures prescribed by this Section 2-10, and if he should so determine,
he shall so declare to the meeting and any such business not properly brought
before the meeting shall not be transacted. Notwithstanding the foregoing
provisions of this Section 2-10, a shareholder shall also comply with all
applicable requirements of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder with respect to the matters set forth in
this Section 2-10 and any shareholder proposal not required to be considered by
such rules need not be considered.


                        ARTICLE III - BOARD OF DIRECTORS
                        --------------------------------

          Section 3-1.
          ----------- 

                  (a)   General Powers.  Except as otherwise provided by law 
                        --------------           
and these Bylaws, all powers of 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. Unless the Pennsylvania
BCL permits otherwise, this Section 3-l(a) may be modified only by a Bylaw
amendment adopted by the shareholders.

                  (b)   Number.  The number of members of the Board of 
                        ------        
Directors shall be the number of Directors serving at the time of adoption of
this Section 3-1, or such other number as may thereafter from time to time (i)
be determined by the Board of Directors, or (ii) be set forth in a notice of a
meeting of shareholders called for the election of a full Board of Directors;
provided, that if such notice contemplates a change in the size of the Board of
Directors, such change shall take effect as of the time the election called for
by the notice is held.

                  (c)   Classified Board of Directors.  The Directors shall be 
                        -----------------------------     
classified, with respect to the duration of the term for which they severally
hold office, into three classes (denominated Class I, Class II and Class III) as
nearly equal in number as reasonably possible. The Board of Directors shall
increase or decrease the number of Directors in one or more classes as may be
appropriate whenever it increases or decreases the number of Directors in order
to ensure that the three classes shall be as nearly equal in number as
reasonably as possible. The term of office of the initial Class I Directors
shall expire at the annual meeting of shareholders in 1998, the term of office
of the initial Class II Directors shall expire at the annual meeting of
shareholders in 1999 and the term of office of the initial Class III directors
shall expire at the annual meeting of shareholders in 2000. At the annual
meeting of shareholders, beginning in 1998, the successors of the class of
Directors whose term expires at the meeting shall be elected to hold office for
a term expiring at the annual meeting of shareholders held in the third year
following the year of their election. When a Director is elected, such
director's class shall be identified.

                  (d)   Term; Vacancies.  Each Director shall hold office until
                        ---------------                                    
the expiration of the term for which he was selected and until his successor has
been selected and qualified or until his

                                      -5-
<PAGE>
 
earlier death, resignation or removal. Any vacancies on 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 or by the shareholders and each
person so selected shall be a Director to serve for the balance of the unexpired
term.  A director elected to fill a vacancy on the Board shall be elected for a
term expiring at the annual meeting when the term of a Director in such class
would naturally expire.

                  (e)   Qualification.  A Director must be a natural person at 
                        -------------                      
least 18 years of age.

          Section 3-2.  Place of Meetings.  Meetings of the Board of Directors
          -----------   -----------------                                     
may be held at such place within or without the Commonwealth of Pennsylvania as
a majority of the Directors may determine from time to time or as may be
designated in the notice of the meeting.

          Section 3-3.  Regular Meetings.  A regular meeting of the Board of
          -----------   ----------------                                    
Directors shall be held annually, immediately following the annual meeting of
the shareholders, at the place where such meeting of the shareholders is held or
at such other place and time as a majority of the Directors in office after the
annual meeting of shareholders may designate. At such meeting, the Board of
Directors shall elect officers of the Corporation. In addition to such regular
meeting, the Board of Directors shall have the power to fix by resolution the
place and time of other regular meetings of the Board.

          Section 3-4.  Special Meetings.  Special meetings of the Board of
          -----------   ----------------                                   
Directors shall be held whenever ordered by the Chairman of the Board, if any,
by the President, by a majority of the executive committee of the Board, if any,
or by a majority of the Directors in office.

          Section 3-5.  Participation in Meetings by Conference Telephone.  Any
          -----------   -------------------------------------------------      
Director may participate in any meeting of the Board of Directors or of any
committee (provided such Director is otherwise entitled to participate), be
counted for the purpose of determining a quorum thereof and exercise all rights
and privileges to which such Director might be entitled were he or she
personally in attendance, including the right to vote, or any other rights
attendant to presence in person at such meeting, by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other.

          Section 3-6.  Notices of Meetings of Board of Directors.
          -----------   ----------------------------------------- 

                  (a)   Regular Meetings.  No notice shall be required to be 
                        ----------------       
given of any regular meeting, unless the same is held at other than the place or
time for holding such meeting as fixed in accordance with Section 3-3 of these
Bylaws, in which event five days' notice shall be given of the place and time of
such meeting complying with Article VI of these Bylaws.

                  (b)   Special Meetings.  Written notice stating the place and
                        ----------------                        
time of any special meeting of the Board of Directors shall be sufficient if
given at least one day, as provided in Article VI, in advance of the time fixed
for the meeting.

          Section 3-7.  Quorum; Action by the Board of Directors.  A majority of
          -----------   ----------------------------------------                
the Directors in office shall be necessary to constitute a quorum for the
transaction of business and the acts of a majority of the Directors present and
voting at a meeting at which a quorum is present shall be the acts

                                      -6-
<PAGE>
 
of the Board of Directors. If there is no quorum present at a duly convened
meeting of the Board of Directors, the majority of those present may adjourn the
meeting from time to time and place to place.

          Section 3-8.  Action by Unanimous Consent of the Board of Directors.
          -----------   -----------------------------------------------------  
Any action required or permitted to be taken at a meeting of the Directors, or
of the members of any committee of the Board of Directors, may be taken without
a meeting if, prior or subsequent to the action, a written consent or consents
thereto by all of the Directors in office (or all of the members of the
committee with respect to committee action) is filed with the Secretary of the
Corporation. In addition to other means of filing with the Secretary, insertion
of such consent in the minute book of the Corporation shall be deemed filing
with the Secretary regardless of whether the Secretary or some other authorized
person has actual possession of the minute book.  Written consents by all of the
directors or committee members, as the case may be, executed pursuant to this
Section 3-8 may be executed in any number of counterparts and shall be deemed
effective as of the date set forth therein.

          Section 3-9.  Committees.
          -----------   ---------- 

                  (a)   Establishment and Powers.  The Board of Directors of the
                        ------------------------                                
Corporation 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 or in the Bylaws, 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:

                      (i)    The submission to shareholders of any action
requiring approval of shareholders under the Pennsylvania BCL.

                     (ii)    The creation or filling of vacancies in the Board
of Directors.

                    (iii)    The adoption, amendment or repeal of the Bylaws.

                     (iv)    The amendment or repeal of any resolution of the
Board of Directors that by its terms is amendable or repealable only by the
Board of Directors.

                      (v)    Action on matters committed by the Bylaws or
resolution of the Board of Directors to another committee of the Board of
Directors.

                  (b)   Alternate Members.  The Board of Directors may 
                        -----------------                   
designate one or more Directors as alternate members of any committee who may
replace any absent or disqualified member at any meeting of the committee or for
the purpose 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 a meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
Director to act at the meeting in the place of the absent or disqualified
member.

                  (c)   Term.  Each committee of the Board of Directors shall 
                        ----    
serve at the pleasure of the Board of Directors.

                                      -7-
<PAGE>
 
                  (d)   Status of Committee Action.  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 of Directors. Any provision of these Bylaws relating or
referring to action to be taken by the Board of Directors or the procedure
required therefor shall be satisfied by the taking of corresponding action by a
committee of the Board of Directors to the extent authority to take the action
has been delegated to the committee pursuant to this Section.

          Section 3-10.  Nominations.  Notwithstanding the provisions of Section
          ------------   -----------                                            
2-10 of these Bylaws (dealing with business at meetings of shareholders),
nominations for the election of Directors may be made by only the Board of
Directors, a committee appointed by the Board of Directors or by any shareholder
of record entitled to vote in the election of Directors who is a shareholder at
the record date of the meeting and also on the date of the meeting at which
Directors are to be elected; provided, however, that with respect to a
nomination made by a shareholder, such shareholder must provide timely written
notice to the President of the Corporation in accordance with the following
requirements, except as otherwise provided by law:

                  (a)   To be timely, a shareholder's notice must be delivered
to, or mailed and received at, the principal executive offices of the
Corporation addressed to the attention of the President (i) in the case of an
annual meeting that is called for a date that is within 30 days before or after
the anniversary date of the immediately preceding annual meeting of
shareholders, not less than 120 days nor more than 150 days prior to the date
the Corporation's proxy statement was released to shareholders in connection
with the previous year's annual meeting of shareholders, and (ii) in the case of
an annual meeting that is called for a date that is not within 30 days before or
after the anniversary date of the immediately preceding annual meeting, or in
the case of a special meeting of shareholders called for the purpose of electing
Directors, not later than the close of business on the tenth day following the
day on which notice of the date of the meeting was mailed or public disclosure
of the date of the meeting was made, whichever occurs first; and

                  (b)   Each such written notice must set forth: (i) the name
and address of the shareholder who intends to make the nomination; (ii) the name
and address of the person or persons to be nominated; (iii) a representation
that the shareholder is a holder of record of shares of the Corporation entitled
to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice; (iv) 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; (v) such other information regarding each nominee proposed by such
shareholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
the nominee been nominated, or intended to be nominated, by the Board of
Directors; and (vi) the written consent of each nominee to serve as a Director
of the Corporation if so elected. The presiding officer of the meeting may
refuse, in such officer's sole discretion, to acknowledge the nomination of any
person as not made in compliance with the foregoing procedure.

                  (c)   No person shall be eligible to serve as a Director of
the Corporation unless nominated in accordance with the procedures set forth in
this Section 3-10. The Chairman of the meeting shall, as the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by this Section 3-10, and if he should
do determine, he shall so declare to the meeting and the defective nomination
shall be disregarded. Notwithstanding the

                                      -8-
<PAGE>
 
foregoing provisions of this Section 3-10, a shareholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder with respect to the matters set forth
in this Section 3-10 and any shareholder proposal not required to be considered
by such rules need not be considered.

          Section 3-11.  Payments to Directors.  Directors may be reimbursed for
          ------------   ---------------------                                  
the expenses of attending Board meetings and committee meetings and may be paid
a fixed sum for attendance at each meeting or such other compensation for their
services as may, from time to time, be fixed by the Board of Directors.  No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.

          Section 3-12.  Distributions.  The Directors may, to the extent
          ------------   -------------                                   
permitted by law, authorize and the Corporation may make distributions from time
to time.


                             ARTICLE IV - OFFICERS
                             ---------------------

          Section 4-1.  Election and Office.  The Corporation shall have a
          -----------   -------------------                               
President, a Secretary and a Treasurer who shall be elected by the Board of
Directors. The Board of Directors may elect as additional officers a Chairman of
the Board, one or more Vice Chairmen of the Board, one or more Vice Presidents,
a Chief Financial Officer, and one or more other officers or assistant officers.
Any number of offices may be held by the same person. The President and the
Secretary shall be natural persons of the age of 18 years or older. The
Treasurer may be a corporation, but if a natural person shall be of the age of
18 years or older.

          Section 4-2.  Term.  The officers and assistant officers shall each
          -----------   ----                                                 
serve at the pleasure of the Board of Directors until the first meeting of the
Board of Directors following the next annual meeting of shareholders, unless
removed from office by the Board of Directors during their respective tenures.
Officers may, but need not, be Directors.

          Section 4-3.  Powers and Duties of the President.  Unless otherwise
          -----------   ----------------------------------                   
determined by the Board of Directors, the President shall have the usual duties
of an executive officer with general supervision over and direction of the
affairs of the Corporation. The President shall be the chief executive officer
of the Corporation unless the Chairman of the Board is serving as chief
executive officer, in which event the President shall be chief operating officer
of the Corporation. In the exercise of these duties and subject to the actions
and directions of the Board of Directors, the President may appoint, suspend,
and discharge employees, agents and assistant officers, fix the compensation of
all officers and assistant officers, shall preside at all meetings of the
shareholders at which the President shall be present and, unless there is a
Chairman of the Board, shall preside at all meetings of the Board of Directors.
The President shall also do and perform such other duties as from time to time
may be assigned to the President by the Board of Directors.

          Unless otherwise determined by the Board of Directors, the President
shall have full power and authority on behalf of the Corporation to attend and
to act and to vote at any meeting of the shareholders of any corporation in
which this Corporation may hold stock and, at any such meeting, shall possess
and may exercise any and all the rights and powers incident to the ownership of
such stock and which, as the owner thereof, the Corporation might have possessed
and exercised. The President shall also have the right to delegate such power.

                                      -9-
<PAGE>
 
          Section 4-4.  Powers and Duties of the Secretary.  Unless otherwise
          -----------   ----------------------------------                   
determined by the Board of Directors, the Secretary shall be responsible for the
keeping of the minutes of all meetings of the Board of Directors and the
shareholders, in books provided for that purpose, and for the giving and serving
of all notices for the Corporation. The Secretary shall perform all other duties
ordinarily incident to the office of Secretary and shall have such other powers
and perform such other duties as may be assigned to the Secretary by the Board
of Directors. The minute books of the Corporation may be held by a person other
than the Secretary.

          Section 4-5.  Powers and Duties of the Treasurer.  Unless otherwise
          -----------   ----------------------------------                   
determined by the Board of Directors, the Treasurer shall have charge of all the
funds and securities of the Corporation which may come into such officer's
hands. When necessary or proper, unless otherwise determined by the Board of
Directors, the Treasurer shall endorse for collection on behalf of the
Corporation checks, notes and other obligations, and shall deposit the same to
the credit of the Corporation to such banks or depositories as the Board of
Directors may designate and may sign all receipts and vouchers for payments made
to the Corporation. The Treasurer shall sign all checks made by the Corporation,
except when the Board of Directors shall otherwise direct. The Treasurer shall
be responsible for the regular entry in books of the Corporation to be kept for
such purpose of a full and accurate account of all funds and securities received
and paid by the Treasurer on account of the Corporation. Whenever required by
the Board of Directors, the Treasurer shall render a statement of the financial
condition of the Corporation. The Treasurer shall have such other powers and
shall perform the duties as may be assigned to such officer from time to time by
the Board of Directors. The Treasurer shall give such bond, if any, for the
faithful performance of the duties of such office as shall be required by the
Board of Directors.  If the Corporation has a Chief Financial Officer, the Chief
Financial Officer shall have such power and authority as determined by the Board
of Directors, including without limitation, the powers provided herein of the
Treasurer.

          Section 4-6.  Powers and Duties of the Chairman of the Board.  Unless
          -----------   ----------------------------------------------         
otherwise determined by the Board of Directors, the Chairman of the Board, if
any, shall preside at all meetings of Directors. The Chairman of the Board shall
have such other powers and perform such further duties as may be assigned to
such officer by the Board of Directors, including, without limitation, acting as
chief executive officer of the Corporation. To be eligible to serve, the
Chairman of the Board must be a Director of the Corporation.

          Section 4-7.  Powers and Duties of Vice Chairmen of the Board, Vice
          -----------   -----------------------------------------------------
Presidents and Assistant Officers.  Unless otherwise determined by the Board of
---------------------------------                                              
Directors, each Vice Chairman, Vice President and each assistant officer shall
have the powers and perform the duties of his or her respective superior
officer. Vice Presidents and assistant officers shall have such rank as may be
designated by the Board of Directors. Vice Presidents may be designated as
having responsibility for a specific area of the Corporation's affairs, in which
event such Vice President shall be superior to the other Vice Presidents in
relation to matters within his or her area. The President shall be the superior
officer of the Vice Presidents. The Chairman of the Board shall be the superior
officer of the Vice Chairmen. The Treasurer and Secretary shall be the superior
officers of the Assistant Treasurers and Assistant Secretaries, respectively.

          Section 4-8.  Delegation of Office.  The Board of Directors may
          -----------   --------------------                             
delegate the powers or duties of any officer of the Corporation to any other
person from time to time.

                                      -10-
<PAGE>
 
          Section 4-9.  Vacancies.  The Board of Directors shall have the power
          -----------   ---------                                              
to fill any vacancies in any office occurring for any reason.


                           ARTICLE V - CAPITAL STOCK
                           -------------------------

          Section 5-1.  Share Certificates.
          -----------   ------------------ 

                  (a)   Execution.  Except as otherwise provided in Section 5-5,
                        ---------    
the shares of the Corporation shall be represented by certificates. Unless
otherwise provided by the Board of Directors, every share certificate shall be
signed by two officers and sealed with the corporate seal, which may be a
facsimile, engraved or printed, but where such certificate is signed by a
transfer agent or a registrar, the signature of any corporate officer upon such
certificate may be a facsimile, engraved or printed. In case any officer who has
signed, or whose facsimile signature has been placed upon, any share certificate
shall have ceased to be such officer because of death, resignation or otherwise,
before the certificate is issued, it may be issued with the same effect as if
the officer had not ceased to be such at the date of its issue. The provisions
of this Section 5-1 shall be subject to any inconsistent or contrary agreement
at the time between the Corporation and any transfer agent or registrar.

                  (b)   Designations, etc.  To the extent the Corporation is 
                        -----------------                       
authorized to issue shares of more than one class or series, every certificate
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 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.

                  (c)   Fractional Shares.  Except as otherwise determined by  
                        -----------------                                     
the Board of Directors, shares or certificates therefor may be issued as
fractional shares for shares held by any dividend reinvestment plan or employee
benefit plan created or approved by the Corporation's Board of Directors, but
not by any other person.

          Section 5-2.  Transfer of Shares.  Transfer of certificated shares
          -----------   ------------------                                  
shall be made on the books of the Corporation only upon surrender of the share
certificate, duly endorsed or with duly executed stock powers attached and
otherwise in proper form for transfer, which certificate shall be cancelled at
the time of the transfer.  In the event the Board authorizes uncertificated
shares, as permitted by the Corporation's Articles of Incorporation, the Board
shall adopt alternative procedures for registration of transfers of such
uncertificated shares.

          Section 5-3.  Determination of Shareholders of Record.
          -----------   --------------------------------------- 

                  (a)   Fixing Record Date.  The Board of Directors of the 
                        ------------------  
Corporation 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

                                      -11-
<PAGE>
 
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 of
Directors fixes a new record date for the adjourned meeting.

                  (b)   Determination when No Record Date Fixed.  If a record 
                        ---------------------------------------     
date is not fixed:

                     (i)     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 or,
if notice is waived, at the close of business on the day immediately preceding
the day on which the meeting is held.

                     (ii)    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.

                  (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. The resolution of the Board of Directors may set forth:

                     (i)     the classification of shareholder who may certify;

                     (ii)    the purpose or purposes for which the certification
may be made;

                     (iii)   the form of certification and information to be
contained therein;

                     (iv)    if the certification is with respect to a record
date, the time after the record date within which the certification must be
received by the Corporation; and

                     (v)     such other provisions with respect to the procedure
as are deemed necessary or desirable.

                  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 5-4.  Lost Share Certificates.  Unless waived in whole or in
          -----------   -----------------------                               
part by the Board of Directors, any person requesting the issuance of a new
certificate in lieu of an alleged lost, destroyed, mislaid or wrongfully taken
certificate shall (a) give to the Corporation his or her bond of indemnity with
an acceptable surety, and (b) satisfy such other requirements as may be imposed
by the Corporation. Thereupon, a new share certificate shall be issued to the
registered owner or his or her assigns in lieu of the alleged lost, destroyed,
mislaid or wrongfully taken certificate, provided that the request therefor and
issuance thereof have been made before the Corporation has notice that such
shares have been acquired by a bona fide purchaser.

                                      -12-
<PAGE>
 
                 ARTICLE VI - NOTICES - COMPUTING TIME PERIODS
                 ---------------------------------------------

          Section 6-1.  Contents of Notice.  Whenever any notice of a meeting is
          -----------   ------------------                                      
required to be given pursuant to these Bylaws, the Corporation's Articles of
Incorporation (the "Articles") or otherwise, the notice shall specify:  (a) the
place, date and time of the meeting; (b) in the case of a special meeting of
shareholders or where otherwise required by law or the Bylaws, the general
nature of the business to be transacted at such meeting; and (c) any other
information required by law.

          Section 6-2.  Method of Notice.  Whenever written notice is required
          -----------   ----------------                                      
to be given to any person under the provisions of 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 such person's address (or to
such person's telex, TWX, telecopier or telephone number) appearing on the books
of the Corporation or, in the case of Directors, supplied by such Director to
the Corporation for the purpose of notice. If the notice is sent 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. Except as otherwise provided herein, or as
otherwise directed by the Board of Directors, notices of meetings may be given
by, or at the direction of, the Secretary.

          Section 6-3.  Computing Time Periods.
          -----------   ---------------------- 

                  (a)   Days to be Counted.  In computing the number of days 
                        ------------------      
for purposes of these Bylaws, all days shall be counted, including Saturdays,
Sundays or a holiday on which national banks are or may elect to be closed
("Holiday"); provided, however, that if the final day of any time period falls
on a Saturday, Sunday or Holiday, then the final day shall be deemed to be the
next day which is not a Saturday, Sunday or Holiday. In computing the number of
days for the purpose of giving notice of any meeting, the date upon which the
notice is given shall be counted but the day set for the meeting shall not be
counted.

                  (b)   One Day Notice.  In any case where only one day's 
                        --------------      
notice is being given, notice must be given at least 24 hours in advance of the
date and time specified for the meeting in question, by delivery in person,
telephone, telex, TWX, facsimile or similar means of communication.

          Section 6-4.  Waiver of Notice.  Whenever any notice is required to be
          -----------   ----------------                                        
given by law or 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.
Except as otherwise required by law or the next sentence, neither the business
to be transacted at, nor the purpose of, a meeting need be specified in the
waiver of notice of the meeting. In the case of a special meeting of
shareholders, the waiver of notice shall specify the general nature of the
business to be transacted. 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 6-5.  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 BCL or the
Articles or these Bylaws, the meeting considering the

                                      -13-
<PAGE>
 
resolution may, without further notice, adopt it with such clarifying or other
amendments as do not enlarge its original purpose.

          Section 6-6.  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 BCL or by the Articles of these
Bylaws to be given to all shareholders or to all holders of a class or a series
of shares, may be given by any class of post-paid 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.

          Section 6-7.  Shareholder 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.


              ARTICLE VII - LIMITATION OF DIRECTORS' LIABILITY AND
            INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS
            --------------------------------------------------------

          Section 7-1.  Limitation of Directors' Liability.  No Director of the
          -----------   ----------------------------------                     
Corporation shall be personally liable for monetary damages as such for any
action taken or any failure to take any action unless: (a) the Director has
breached or failed to perform the duties of his or her office under the
Pennsylvania BCL, and (b) the breach or failure to perform constitutes self-
dealing, wilful misconduct or recklessness; provided, however, that the
provisions of this Section shall not apply to the responsibility or liability of
a Director pursuant to any criminal statute, or to the liability of a Director
for the payment of taxes pursuant to local, Pennsylvania or federal law.

          Section 7-2.  Indemnification and Insurance.
          -----------   ----------------------------- 

                  (a)   Indemnification of Directors and Officers.
                        ----------------------------------------- 

                     (i)     Each Indemnitee (as defined below) shall be
indemnified and held harmless by the Corporation for all actions taken by him or
her and for all failures to take action (regardless of the date of any such
action or failure to take action) to the fullest extent permitted by
Pennsylvania law against all expense, liability and loss (including without
limitation attorneys fees, judgments, fines, taxes, penalties, and amounts paid
or to be paid in settlement) reasonably incurred by or imposed upon the
Indemnitee in connection with any Proceeding (as defined below). No
indemnification pursuant to this Section shall be made, however, in any case
where the act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted wilful misconduct or recklessness.

                     (ii)    The right to indemnification provided in this
Section shall include the right to have the expenses incurred by the Indemnitee
in defending any Proceeding paid by the Corporation in advance of the final
disposition of the Proceeding to the fullest extent permitted by Pennsylvania
law; provided that, if Pennsylvania law continues so to require, the payment of
such

                                      -14-
<PAGE>
 
expenses incurred by the Indemnitee in advance of the final disposition of a
Proceeding shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced
without interest if it shall ultimately be determined that the Indemnitee is not
entitled to be indemnified under this Section or otherwise.

                     (iii)   Indemnification pursuant to this Section shall
continue as to an Indemnitee who has ceased to be a Director or officer and
shall inure to the benefit of his or her heirs, executors and administrators.

                     (iv)    For purposes of this Article, (A) "Indemnitee"
shall mean each Director or officer of the Corporation who was or is a party to,
or is threatened to be made a party to, or is otherwise involved in, any
Proceeding, by reason of the fact that he or she is or was a Director or officer
of the Corporation or is or was serving in any capacity at the request or for
the benefit of the Corporation as a director, officer, employee, agent, partner,
or fiduciary of, or in any other capacity for, another corporation or any
partnership, joint venture, trust, employee benefit plan, or other enterprise;
and (B) "Proceeding" shall mean any threatened, pending or completed action,
suit or proceeding (including without limitation an action, suit or proceeding
by or in the right of the Corporation), whether civil, criminal, administrative,
investigative or through arbitration.

                  (b)   Indemnification of Employees and Other Persons.  The 
                        ----------------------------------------------     
Corporation may, by action of its Board of Directors and to the extent provided
in such action, indemnify employees and other persons as though they were
Indemnitees. To the extent that an employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any Proceeding or in defense
of any claim, issue or matter therein, the Corporation shall indemnify such
person against expenses (including attorneys' fees) actually and reasonably
incurred by such person in connection therewith.

                  (c)   Non-Exclusivity of Rights.  The rights to 
                        -------------------------  
the advancement of expenses provided in this Article shall not be exclusive of
any other rights that any person may have or hereafter acquire under any
statute, provision of the Articles or Bylaws, agreement, vote of shareholders or
Directors, or otherwise.

                  (d)   Insurance.  The Corporation may purchase and maintain 
                        ---------   
insurance, at its expense, for the benefit of any person on behalf of whom
insurance is permitted to be purchased by Pennsylvania law against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person under Pennsylvania or other law. The Corporation may also
purchase and maintain insurance to insure its indemnification obligations
whether arising hereunder or otherwise.

                  (e)   Fund For Payment of Expenses.  The Corporation may 
                        ---------------------------- 
create a fund of any nature, which may, but need not be, under the control of a
trustee, or otherwise may secure in any manner its indemnification obligations,
whether arising hereunder, under the Articles, by agreement, vote of
shareholders or Directors, or otherwise.

          Section 7-3.  Amendment.  The provisions of this Article VII relating
          -----------   ---------                                              
to the limitation of Directors' liability, to indemnification and to the
advancement of expenses shall constitute a contract between the Corporation and
each of its Directors and officers which may be modified as to any Director or
officer only with that person's consent or as specifically provided in this
Section. Notwithstanding any other provision of these Bylaws relating to their
amendment generally, any repeal or amendment of this Article VII which is
adverse to any Director or officer shall apply to such Director or officer only
on a

                                      -15-
<PAGE>
 
prospective basis, and shall not reduce any limitation on the personal liability
of a Director of the Corporation, or limit the rights of an Indemnitee to
indemnification or to the advancement of expenses with respect to any action or
failure to act occurring prior to the time of such repeal or amendment.
Notwithstanding any other provision of these Bylaws, no repeal or amendment of
these Bylaws shall affect any or all of this Article so as either to reduce the
limitation of Directors' liability or limit indemnification or the advancement
of expenses in any manner unless adopted by (a) the unanimous vote of the
Directors of the Corporation then serving, or (b) the affirmative vote of
shareholders entitled to cast not less than a majority of the votes that all
shareholders are entitled to cast in the election of Directors; provided that no
such amendment shall have retroactive effect inconsistent with the preceding
sentence.

          Section 7-4.  Changes in Pennsylvania Law.  References in this Article
          -----------   ---------------------------                             
VII to Pennsylvania law or to any provision thereof shall be to such law as it
existed on the date this Article VII was adopted or as such law thereafter may
be changed; provided that (a) in the case of any change which expands the
liability of Directors or limits the indemnification rights or the rights to
advancement of expenses which the Corporation may provide, the rights to limited
liability, to indemnification and to the advancement of expenses provided in
this Article shall continue as theretofore to the extent permitted by law; and
(b) if such change permits the Corporation without the requirement of any
further action by shareholders or Directors to limit further the liability of
Directors (or limit the liability of officers) or to provide broader
indemnification rights or rights to the advancement of expenses than the
Corporation was permitted to provide prior to such change, then liability
thereupon shall be so limited and the rights to indemnification and the
advancement of expenses shall be so broadened to the extent permitted by law.


                           ARTICLE VIII - FISCAL YEAR
                           --------------------------

          Section 8-1.  Determination of Fiscal Year.  The Board of Directors
          -----------   ----------------------------                         
shall have the power by resolution to fix the fiscal year of the Corporation. If
the Board of Directors shall fail to do so, the President shall fix the fiscal
year.


                            ARTICLE IX - AMENDMENTS
                            -----------------------

          Section 9-1.  Except as otherwise expressly provided in Section 7-3:
          -----------                                                         

                  (a)   Shareholders.  The shareholders entitled to vote 
                        ------------
thereon shall have the power to alter, amend, or repeal these Bylaws, by the
vote of shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast thereon, at any regular or special meeting,
duly convened after notice to the shareholders of such purpose. In the case of a
meeting of shareholders to amend or repeal these 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.

                  (b)   Board of Directors.  The Board of Directors (but not a
                        ------------------   
committee thereof), by a vote of the majority of Directors then in office, shall
have the power to alter, amend, and repeal these Bylaws, regardless of whether
the shareholders have previously adopted the Bylaw being amended or repealed,
subject to the power of the shareholders to change such action, provided that
the Board of Directors shall not have the power to amend these Bylaws on any
subject that is expressly

                                      -16-
<PAGE>
 
committed to the shareholders by the express terms hereof, by Section 1504 of
the Pennsylvania BCL or otherwise.


              ARTICLE X - INTERPRETATION OF BYLAWS - SEPARABILITY
              ---------------------------------------------------

          Section 10-1.  Interpretation.  All words, terms and provisions of
          ------------   --------------                                     
these Bylaws shall be interpreted and defined by and in accordance with the
Pennsylvania BCL.  If any provision of these Bylaws shall be inconsistent with
any provision of the Articles, the provision of the Articles shall prevail.
Where any provision of these Bylaws refers to a rule or process as set forth in
these Bylaws, the reference shall be construed to include and be satisfied by
any rule or process on the same subject set forth in the Articles.

          Section 10-2.  Separability.  The provisions of these Bylaws are
          ------------   ------------                                     
independent of and separable from each other, and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.


                    ARTICLE XI - DETERMINATIONS BY THE BOARD
                    ----------------------------------------

          Section 11-1.  Effect of Board Determinations.  Any determination
          ------------   ------------------------------                    
involving interpretation or application of these Bylaws made in good faith by
the Board of Directors shall be final, binding and conclusive on all parties in
interest.

                                      -17-
