<SEC-DOCUMENT>0001299933-15-001450.txt : 20151002
<SEC-HEADER>0001299933-15-001450.hdr.sgml : 20151002
<ACCEPTANCE-DATETIME>20151002163953
ACCESSION NUMBER:		0001299933-15-001450
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20150929
ITEM INFORMATION:		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20151002
DATE AS OF CHANGE:		20151002

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			UGI CORP /PA/
		CENTRAL INDEX KEY:			0000884614
		STANDARD INDUSTRIAL CLASSIFICATION:	GAS & OTHER SERVICES COMBINED [4932]
		IRS NUMBER:				232668356
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11071
		FILM NUMBER:		151140914

	BUSINESS ADDRESS:	
		STREET 1:		460 N GULPH RD
		STREET 2:		P O BOX 858
		CITY:			KING OF PRUSSIA
		STATE:			PA
		ZIP:			19406
		BUSINESS PHONE:		6103371000

	MAIL ADDRESS:	
		STREET 1:		460 NORTH GULPH ROAD
		CITY:			KING OF PRUSSIA
		STATE:			PA
		ZIP:			19406

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NEW UGI CORP
		DATE OF NAME CHANGE:	19600201
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>htm_52502.htm
<DESCRIPTION>LIVE FILING
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<TITLE> UGI Corporation (Form: 8-K) </TITLE>
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		UNITED STATES<BR>
	SECURITIES AND EXCHANGE COMMISSION
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<BR>
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	WASHINGTON, D.C. 20549
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	FORM 8-K
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</FONT>
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<FONT SIZE="3">
	CURRENT REPORT
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<FONT SIZE="2">
	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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	&nbsp;
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	&nbsp;
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	Date of Report (Date of Earliest Event Reported):
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	&nbsp;
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	September 29, 2015
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<BR>
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	UGI Corporation
</FONT>
<FONT SIZE="2">
<BR>__________________________________________<BR>
	(Exact name of registrant as specified in its charter)
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	Pennsylvania
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	1-11071
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<FONT SIZE="2">
	23-2668356
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_____________________<BR>
	(State or other jurisdiction
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_____________<BR>
	(Commission
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______________<BR>
	(I.R.S. Employer
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	of incorporation)
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	File Number)
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	Identification No.)
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	&nbsp;&nbsp;
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	&nbsp;
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	&nbsp;
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<FONT SIZE="2">
	460 No.Gulph Road, King of Prussia, Pennsylvania
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	&nbsp;
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	19406
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_________________________________<BR>
	(Address of principal executive offices)
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	&nbsp;
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___________<BR>
	(Zip Code)
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<TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">

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	&nbsp;
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	&nbsp;
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	&nbsp;
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	Registrant&#146;s telephone number, including area code:
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	&nbsp;
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	610 337-1000
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<P ALIGN="CENTER">
<FONT SIZE="2">
	Not Applicable
<BR>______________________________________________<BR>
	Former name or former address, if changed since last report
</FONT>
<P ALIGN="CENTER">
<FONT SIZE="2">
	&nbsp;
</FONT>
<!-- CoverPageRegistrant END --><P><FONT SIZE="2">
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:</FONT>
</P>
<P><FONT SIZE="2">
[&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
[&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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<FONT SIZE="2">Top of the Form</FONT>
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<B>
	Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
</B>
</FONT>
</P>
<P ALIGN="LEFT">
<FONT SIZE="2">
On September 29, 2015, the Board of Directors of UGI Corporation (the "Company") approved an amendment to the Company&#x2019;s Bylaws (the "Bylaws") to include an exclusive forum provision for the adjudication of certain disputes. The amendment, which became effective upon the approval of the Company&#x2019;s Board of Directors, provides that unless the Company consents in writing to the selection of an alternative forum, a state court located within Montgomery County, Pennsylvania (or, in the event such court lacks jurisdiction over such action or proceeding, the United States District Court for the Eastern District of Pennsylvania) shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim against the Company or any director, officer or other employee of the Company to the Company or the Company&#x2019;s shareholders; (iii) any action or proceeding asserting a claim against the Company or any director, officer, or other employee of the Company arising pursuant to any provision of the Pennsylvania Associations Code, the Business Corporation Law, or the restated articles of incorporation or the Bylaws; or (iv) any action or proceeding asserting a claim peculiar to the relationships between or among the Company and its officers, directors, and shareholders, or otherwise governed by or involving the internal affairs doctrine. <br><br>The description of the amendment to the Company&#x2019;s Bylaws is not complete and is qualified in its entirety by reference to the copy of the Bylaws of UGI Corporation Amended and Restated September 29, 2015 filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
</FONT>
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<B>
	Item 9.01 Financial Statements and Exhibits.
</B>
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(d) Exhibits.<br><br>3.1 Bylaws of UGI Corporation Amended and Restated September 29, 2015.<br>
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<B>
	SIGNATURES
</B>
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	Pursuant to the requirements of the Securities Exchange Act of 1934, the
	registrant has duly caused this report to be signed on its behalf by the
	undersigned hereunto duly authorized.
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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	&nbsp;
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<FONT SIZE="2">
	UGI Corporation
</FONT>
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<FONT SIZE="2">
	&nbsp;&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<I>
	October 2, 2015
</I>
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</TD>
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	&nbsp;
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<FONT SIZE="2">
<I>
	By:
</I>
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</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
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</TD>
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<FONT SIZE="2">
<I>
	/s/ Monica M. Gaudiosi
</I>
<BR>
</FONT>
</TD>
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<FONT SIZE="2">
	&nbsp;
</FONT>
</TD>
<TD>
<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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</TD>
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<FONT SIZE="2">
	&nbsp;
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<HR SIZE="1" NOSHADE>
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	&nbsp;
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	&nbsp;
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	&nbsp;
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<FONT SIZE="2">
	&nbsp;
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<I>
	Name: Monica M. Gaudiosi
</I>
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	&nbsp;
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	&nbsp;
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	&nbsp;
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<I>
	Title: Vice President, General Counsel and Secretary
</I>
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	Exhibit&nbsp;Index
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	Exhibit No.
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	Description
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	3.1
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<FONT SIZE="2">
	&nbsp;
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<FONT SIZE="2">
Bylaws of UGI Corporation Amended and Restated September 29, 2015.
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<TYPE>EX-3.1
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<P align="center" style="font-size: 10pt"><FONT style="font-size: 12pt"><B>BYLAWS<BR>
OF<BR>
UGI CORPORATION<BR>
(a Pennsylvania Registered Corporation)<BR>
Amended and Restated September&nbsp;29, 2015</B></FONT>



<P align="center" style="font-size: 12pt"><B>ARTICLE I</B>



<P align="center" style="font-size: 12pt"><B>Offices and Fiscal Year</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;1.01. Registered Office</I></B>. The registered office of the corporation in the Commonwealth
of Pennsylvania shall be at 460 North Gulph Road, King of Prussia, Montgomery County, Pennsylvania
19406, until otherwise established by an amendment of the articles of incorporation (the
&#147;articles&#148;) 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;1.02. Other Offices</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;1.03. Fiscal Year</I></B>. The fiscal year of the corporation shall begin on the first day of
October in each year.


<P align="center" style="font-size: 12pt"><B>ARTICLE II</B>



<P align="center" style="font-size: 12pt"><B>Notice-Waivers-Meetings Generally</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;2.01. Manner of Giving Notice</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><I>(a)&nbsp;General Rule</I>. Any notice required to be given to any person under the provisions of the
Business Corporation Law or by the articles or these bylaws, shall be given to the person either
personally or by sending a copy thereof:


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;By first class or express mail, postage prepaid, or courier service, charges prepaid, to
his or her postal address 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. Notice pursuant to this
clause (1)&nbsp;shall be deemed to have been given to the person entitled thereto when deposited in the
United States mail or with a courier service for delivery to that person. 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 Business Corporation Law, the articles or these bylaws.


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;By facsimile transmission, e-mail or other electronic communication to his or her
facsimile number or address for e-mail or other electronic communications supplied by him or her to
the corporation for the purpose of notice. Notice pursuant to this clause (2)&nbsp;shall be deemed to
have been given to the person entitled thereto when sent.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<I>Bulk Mail</I>. 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 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&nbsp;days prior to the day named for the meeting or any corporate or
shareholder action specified in the notice.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<I>Adjourned Shareholder Meetings</I>. 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&nbsp;2.03.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;2.02. Notice of Meetings of Board of Directors</I></B>. 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, facsimile transmission, e-mail or other electronic communication) 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;2.03. Notice of Meetings of Shareholders</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>General Rule</I>. Except as otherwise provided in Section&nbsp;2.01(b) or in the articles, 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)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Notice of Action by Shareholders on Bylaws</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;<I>Notice of Action by Shareholders on Fundamental Change</I>. 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&nbsp;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&nbsp;19.


<P align="left" style="font-size: 12pt; text-indent: 6%">(d)&nbsp;<I>Notice of Action by Shareholders Giving Rise to Dissenters&#146; Rights</I>. In the case of a
meeting of the shareholders that has as one of its purposes action that would give rise to
dissenters&#146; rights under the provisions of 15 Pa.C.S. Subchapter 15D, each shareholder, to the
extent entitled thereto under the Business Corporation Law, shall be given, together with written
notice of the meeting:


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;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&#146;
rights); and


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;a copy of Subchapter 15D.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;2.04. Waiver of Notice</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>Written Waiver</I>. Whenever any written notice is required to be given under the provisions
of the 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Waiver by Attendance</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;2.05</I></B><B>. </B><B><I>Modification of Proposal Contained in Notice</I></B>. 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 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;2.06. Exception to Requirement of Notice</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>General Rule</I>. Whenever any notice or communication is required to be given to any person
under the provisions of the 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Shareholders Without Forwarding Addresses</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;2.07</I></B><B>. </B><B><I>Use of Conference Telephone and Other Technology</I></B>. 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 other electronic technology 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.


<P align="center" style="font-size: 12pt"><B>ARTICLE III</B>



<P align="center" style="font-size: 12pt"><B>Shareholders</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.01. Place of Meeting</I></B>. 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. If a meeting of shareholders is held by means of the
Internet or other electronic technology pursuant to which the shareholders have an opportunity to
read or hear the proceedings substantially concurrently with their occurrence, vote on matters
submitted to the shareholders and pose questions to the directors, the meeting need not be held at
a particular geographic location.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.02. Annual Meeting</I></B>. 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 first Tuesday in 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&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.03. Special Meetings</I></B>. Special meetings of the shareholders may be called at any
time by the chief executive officer or by resolution of the board of directors, who may fix the
date, time and place of the meeting. If the chief executive officer or 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&nbsp;days after the date of the receipt of the request from the
chief executive officer or adoption of the resolution of the board calling the special meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.04. Quorum and Adjournment</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>General Rule</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Withdrawal of a Quorum</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;<I>Adjournments Generally</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(d)&nbsp;<I>Electing Directors at Adjourned Meeting</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(e)&nbsp;<I>Other Action in Absence of Quorum</I>. 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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(f)&nbsp;Effect of Proxy on Quorum. &#150; If a proxy casts a vote on behalf of a shareholder on any
issue other than a procedural motion considered at a meeting of shareholders, the shareholder shall
be deemed to be present during the entire meeting for purposes of determining whether a quorum is
present for consideration of any other issue.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.05. Action by Shareholders</I></B>. Except as otherwise provided in the 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 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. Except when acting by
unanimous consent to remove a director or directors, the shareholders of the corporation may act
only at a duly organized meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.06. Conduct of Shareholders Meeting. </I></B>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 the presiding
officer 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. Except as otherwise provided by
prior action of the board of directors, the presiding officer of the meeting shall determine the
order of business and shall have the authority to establish rules for the conduct of the meeting.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.07. Voting Rights of Shareholders</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.08. Voting and Other Action by Proxy</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>General Rule</I>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;Every shareholder entitled to vote at a meeting of shareholders may authorize another
person to act for the shareholder by proxy.


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(3)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Execution and Filing</I>. Every proxy shall be executed or authenticated by the shareholder
or by the duly authorized attorney-in-fact of the shareholder and filed with or transmitted to the
secretary of the corporation or its designated agent. A shareholder or his or her duly authorized
attorney-in fact may execute or authenticate a writing or transmit an electronic message
authorizing another person to act for such shareholder by proxy. A telegram, telex, cablegram,
datagram, email, Internet communication or other</FONT><FONT style="font-size: 10pt"> </FONT><FONT style="font-size: 12pt">means of electronic 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:
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;may be treated as properly executed or authenticated</FONT><FONT style="font-size: 10pt"> </FONT><FONT style="font-size: 12pt">for purposes of this
subsection; and
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;shall be so treated if it sets forth or utilizes</FONT><FONT style="font-size: 10pt"> </FONT><FONT style="font-size: 12pt">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.
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;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</FONT><FONT style="font-size: 10pt"> </FONT><FONT style="font-size: 12pt">or its designated agent in writing or by electronic
transmission. An unrevoked proxy shall not be valid after three years from the date of its
execution, authentication or transmission</FONT><FONT style="font-size: 10pt"> </FONT><FONT style="font-size: 12pt">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</FONT><FONT style="font-size: 10pt"> </FONT><FONT style="font-size: 12pt">or its designated agent.
</FONT>

<P align="left" style="font-size: 12pt; text-indent: 6%">(d)&nbsp;<I>Expenses</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.09. Voting by Fiduciaries and Pledgees</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.10</I></B><B>. </B><B><I>Voting by Joint Holders of Shares</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>General Rule</I>. Where shares of the corporation are held jointly or as tenants in common by
two or more persons, as fiduciaries or otherwise:


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;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


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Exception</I>. 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 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.11</I></B><B>. </B><B><I>Voting by Corporations</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>Voting by Corporate Shareholders</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Controlled Shares</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.12</I></B><B>. </B><B><I>Determination of Shareholders of Record</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>Fixing Record Date</I>. 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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Determination When a Record Date is Not Fixed</I>. If a record date is not fixed:


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.13. Voting Lists</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.14. Judges of Election.</I></B>


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;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 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(d)&nbsp;<I>Report</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.15. Minors as Security Holders</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;3.16. Use of Conference Telephone or Other Technology. </I></B>The presence or participation,
including voting and taking other action, at a meeting of shareholders, or the expression of
consent or dissent to corporate action, by a shareholder by conference telephone or other
electronic means, including the Internet, shall constitute the presence of, or vote or action by,
or consent or dissent of the shareholder for purposes of the Business Corporation Law, the articles
and these bylaws.


<P align="center" style="font-size: 12pt"><B>ARTICLE IV</B>



<P align="center" style="font-size: 12pt"><B>Board of Directors</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;4.01. Powers; Personal Liability</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>General Rule</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Personal Liability of Directors</I>.


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;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&#146; fees and disbursements)) for any action
taken, or any failure to take any action, unless:


<P align="left" style="font-size: 12pt; text-indent: 10%">(i)&nbsp;the director has breached or failed to perform the duties of his or her office under
Subchapter 17B of the Business Corporation Law or any successor provision; and


<P align="left" style="font-size: 12pt; text-indent: 10%">(ii)&nbsp;the breach or failure to perform constitutes self-dealing, willful misconduct or
recklessness.


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;The provisions of paragraph (1)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(The provisions of this subsection (b)&nbsp;were first adopted by the shareholders of the
corporation on December&nbsp;20, 1991.)


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;<I>Notation of Dissent</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;4.02. Qualifications and Selection of Directors</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>Qualifications</I>. Each director of the corporation shall be a natural person of full age,
provided that no person of age 72&nbsp;years or more shall be eligible for election as a director.
Directors need not be residents of the Commonwealth of Pennsylvania or shareholders of the
corporation.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Notice of Certain Nominations Required</I>. Nominations for election of directors may be made
by any shareholder entitled to vote for the election of directors if written notice (the &#147;Notice&#148;)
of the shareholder&#146;s intent to nominate a director at the meeting is given by the shareholder and
received by the secretary of the corporation in the manner and within the time specified in this
section. The initial Notice shall be delivered to the secretary of the corporation not less than 45
days prior to the anniversary of the mailing date of the corporation&#146;s proxy statement for its
previous meeting of the shareholders called for the election of directors. In lieu of delivery to
the secretary, the Notice may be mailed to the secretary by certified mail, return receipt
requested, but shall be deemed to have been given only upon actual receipt by the secretary. The
requirements of this subsection shall not apply to a nomination for directors made to the
shareholders by the board of directors.


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;<I>Contents of Notice</I>. The Notice shall be in writing and shall contain or be accompanied
by:


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;the name and residence address of the nominating shareholder;


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;a representation that the shareholder is a holder of record of voting stock of the
corporation and intends to appear in person or by proxy at the meeting to nominate the person or
persons specified in the Notice;


<P align="left" style="font-size: 12pt; text-indent: 8%">(3)&nbsp;such information regarding each nominee as would have been required to be included in a
proxy statement filed pursuant to Regulation&nbsp;14A of the rules and regulations established by the
Securities and Exchange Commission under the Securities Exchange Act of 1934 (or pursuant to any
successor act or regulation) had proxies been solicited with respect to such nominee by the
management or board of directors of the corporation;


<P align="left" style="font-size: 12pt; text-indent: 8%">(4)&nbsp;a description of all arrangements or understandings among 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; and


<P align="left" style="font-size: 12pt; text-indent: 8%">(5)&nbsp;the consent of each nominee to serve as a director of the corporation if so elected.


<P align="left" style="font-size: 12pt; text-indent: 6%">(d)&nbsp;<I>Determination of Compliance</I>. If a judge or judges of election shall not have been
appointed pursuant to these bylaws, the presiding officer of the meeting may, if the facts warrant,
determine and declare to the meeting that any nomination made at the meeting was not made in
accordance with the procedures of this section and, in such event, the nomination shall be
disregarded. Any decision by the presiding officer of the meeting made in good faith shall be
conclusive and binding upon all shareholders of the corporation for any purpose.


<P align="left" style="font-size: 12pt; text-indent: 6%">(e)&nbsp;<I>Election of Directors</I>. 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. 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. A nominee for director shall be elected if the
votes cast for such nominee&#146;s election exceed the votes cast against such nominee&#146;s election;
provided, however, that if the number of nominees exceeds the number of directors to be elected as
of the record date of any meeting of the shareholders, the candidates receiving the highest number
of votes up to the total number of directors to be elected shall be elected. Any incumbent director
nominee who receives a greater number of votes cast against his or her election than in favor of
his or her election shall immediately tender his or her resignation, and the board of directors
shall determine, based on the recommendation of the Corporate Governance Committee, whether to
accept such resignation. Such determination by the board of directors shall be made within ninety
(90)&nbsp;days after the meeting of the shareholders at which such election was held. The board of
directors shall utilize such factors as it determines to be in the best interests of the
corporation in deciding whether to accept such director&#146;s resignation.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;4.03. Number and Term of Office.</I></B>


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>Number</I>. The board of directors shall consist of such number of directors, as may be
determined from time to time by resolution of the board of directors.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Term of Office</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;<I>Resignation</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;4.04. Vacancies.</I></B>


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>General Rule</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Action by Resigned Directors</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;4.05. Removal of Directors.</I></B>


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>Removal by the Shareholders</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Removal by the Board</I>. 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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;4.06. Place of Meetings</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;4.07. Organization of Meetings</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;4.08. Regular Meetings</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;4.09. Special Meetings</I></B>. Special meetings of the board of directors shall be held
whenever called by the chief executive officer or by two or more of the directors.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;4.10. Quorum of and Action by Directors.</I></B>


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>General Rule</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Action by Written Consent</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;<I>Notation of Dissent</I>. A director 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 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 a 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;4.11. Executive and Other Committees.</I></B>


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>Establishment and Powers</I>. 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:


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;The submission to shareholders of any action requiring approval of shareholders under the
Business Corporation Law.


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;The creation or filling of vacancies in the board of directors.


<P align="left" style="font-size: 12pt; text-indent: 8%">(3)&nbsp;The adoption, amendment or repeal of these bylaws.


<P align="left" style="font-size: 12pt; text-indent: 8%">(4)&nbsp;The amendment or repeal of any resolution of the board that by its terms is amendable or
repealable only by the board.


<P align="left" style="font-size: 12pt; text-indent: 8%">(5)&nbsp;Action on matters committed by a resolution of the board of directors to another committee
of the board.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Alternate Committee Members</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;<I>Term</I>. Each committee of the board shall serve at the pleasure of the board.


<P align="left" style="font-size: 12pt; text-indent: 6%">(d)&nbsp;<I>Committee Procedures</I>. The term &#147;board of directors&#148; or &#147;board,&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;4.12. Compensation</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;4.13. Adoption or Extension of Shareholder Rights Plan. </I></B></FONT><FONT style="font-size: 10pt"> </FONT><FONT style="font-size: 12pt">The board of
directors shall not adopt or extend any current or future shareholder rights plan, or &#147;poison
pill,&#148; without prior shareholder approval unless the board, in discharging its fiduciary duties,
and acting upon the recommendation of the non-management directors, determines that such adoption
or extension would be in the best interests of the corporation under the circumstances. If any
shareholder rights plan is adopted or extended without prior shareholder approval, it shall be
presented to shareholders for approval within one year or expire within one year without being
renewed or replaced.
</FONT>

<P align="center" style="font-size: 12pt"><B>ARTICLE V</B>



<P align="center" style="font-size: 12pt"><B>Officers</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;5.01. Officers Generally.</I></B>


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>Number, Qualifications and Designation</I>. 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&nbsp;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 of the board and a vice chairman
of the board who may be officers of the corporation. Any number of offices may be held by the same
person.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Bonding</I>. The corporation may secure the fidelity of any or all of its officers by bond or
otherwise.


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;<I>Standard of Care</I>. 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&#146; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;5.02. Election, Term of Office and Resignations</I></B><I>.</I>


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>Election and Term of Office</I>. The officers of the corporation (except those elected by
delegated authority pursuant to Section&nbsp;5.03 or filled pursuant to Section&nbsp;5.05) 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Resignations</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;5.03. Subordinate Officers, Committees and Agents</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;5.04. Removal of Officers and Agents</I></B>. Any officer or agent of the corporation may be
removed by the board of directors with or without cause. The removal 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;5.05. Vacancies</I></B>. A vacancy in any office because of death, resignation, removal,
disqualification, or any other cause, may be filled by the board of directors or the board of
directors may delegate to any officer or committee the power to fill a vacancy in such office or to
create a new such office, subject to ratification by the board of directors, and if the office is
one for which these bylaws prescribe a term, shall be filled for the unexpired portion of the term.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;5.06. Authority.</I></B>


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>General Rule</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Chief Executive Officer</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;5.07. The Chairman and Vice Chairman of the Board</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;5.08. The Chief Executive Officer. </I></B>The chief executive officer shall be the chief
executive officer of the corporation and shall have general supervision over the business of the
corporation. The chief executive officer shall have the general powers and shall perform the duties
which by law and general usage appertain to the office, subject, however, to the control of the
board of directors. The chief executive officer shall sign, execute and acknowledge, in the name of
the corporation, deeds, mortgages, bonds, contracts and 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;5.09. The President. </I></B>The president shall perform such duties as from time to time may
be assigned by the board of directors or the chief executive officer (unless the president shall be
the chief executive officer, in which case the president&#146;s duties shall be those specified in
Section&nbsp;5.08).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;5.10. The Vice Presidents</I></B><I>. </I>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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;5.11. The Secretary</I></B>. The secretary or an assistant secretary shall attend all
meetings of the shareholders and of the board of directors and all committees thereof and 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;5.12. The Treasurer</I></B>. 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 monies 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;5.13. Salaries</I></B>. 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&nbsp;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.


<P align="center" style="font-size: 12pt"><B>ARTICLE VI</B>



<P align="center" style="font-size: 12pt"><B>Certificates of Stock, Transfer, Etc.</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;6.01. Share Certificates</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>Form of Certificates</I>. Certificates for shares of the corporation shall be in such form as
approved 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 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Share Register</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;6.02. Issuance</I></B>. 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. Where a certificate is
signed by a transfer agent or a registrar, the signature of any corporate officer upon the
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&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;6.03. Transfer</I></B>. 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. (S)(S)8101 et seq., and
its amendments and supplements.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;6.04. Record Holder of Shares</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;6.05. Lost, Destroyed or Mutilated Certificates</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;6.06. Uncertificated Shares</I></B>. Notwithstanding anything herein to the contrary, any or
all classes and series of shares, or any part thereof, may be represented by uncertificated shares,
except that shares represented by a certificate that is issued and outstanding shall continue to be
represented thereby until the certificate is surrendered to the corporation. Within a reasonable
time after the issuance or transfer of uncertificated shares, the corporation shall send to the
registered owner thereof, a written notice containing the information required to be set forth or
stated on certificates. The rights and obligations of the holders of shares represented by
certificates and the rights and obligations of the holders of uncertificated shares of the same
class or series shall be identical. Notwithstanding anything herein to the contrary, the
provisions of Sections&nbsp;6.01 through 6.03 and 6.05 hereof shall be inapplicable to uncertificated
shares and in lieu thereof the board of directors shall adopt alternative procedures for
registration of transfers.


<P align="center" style="font-size: 12pt"><B>ARTICLE VII</B>



<P align="center" style="font-size: 12pt"><B>Indemnification of Directors, Officers and<BR>
Other Authorized Representatives</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">(The provisions of this Article&nbsp;VII were first adopted by the shareholders of the corporation
on December&nbsp;20, 1991.)


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;7.01. Scope of Indemnification.</I></B>


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>General Rule</I>. 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:


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;where such indemnification is expressly prohibited by applicable law;


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;where the conduct of the indemnified representative has been finally determined pursuant
to Section&nbsp;7.06 or otherwise:


<P align="left" style="font-size: 12pt; text-indent: 10%">(i)&nbsp;to constitute willful misconduct or recklessness within the meaning of 15 Pa.C.S.
(S)1746(b) or any superseding provision of law sufficient in the circumstances to bar
indemnification against liabilities arising from the conduct; or


<P align="left" style="font-size: 12pt; text-indent: 10%">(ii)&nbsp;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


<P align="left" style="font-size: 12pt; text-indent: 8%">(3)&nbsp;to the extent such indemnification has been finally determined in a final adjudication
pursuant to Section&nbsp;7.06 to be otherwise unlawful.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Partial Payment</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;<I>Presumption</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(d)&nbsp;<I>Definitions</I>. For purposes of this Article:


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;&#147;indemnified capacity&#148; 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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;&#147;indemnified representative&#148; 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);


<P align="left" style="font-size: 12pt; text-indent: 8%">(3)&nbsp;&#147;liability&#148; 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&#146; fees and disbursements); and


<P align="left" style="font-size: 12pt; text-indent: 8%">(4)&nbsp;&#147;proceeding&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;7.02. Proceedings Initiated by Indemnified Representatives</I></B>. 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&nbsp;7.06 or otherwise
successfully prosecuting or defending the rights of an indemnified representative granted by or
pursuant to this Article.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;7.03. Advancing Expenses</I></B>. The corporation shall pay the expenses (including
attorneys&#146; fees and disbursements) incurred in good faith by an indemnified representative in
advance of the final disposition of a proceeding described in Section&nbsp;7.01 or the initiation of or
participation in which is authorized pursuant to Section&nbsp;7.02 upon receipt of an undertaking by or
on behalf of the indemnified representative to repay the amount if it is ultimately determined
pursuant to Section&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;7.04. Securing of Indemnification Obligations</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;7.05. Payment of Indemnification</I></B>. An indemnified representative shall be entitled to
indemnification within 30&nbsp;days after a written request for indemnification has been delivered to
the secretary of the corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;7.06. Arbitration</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>General Rule</I>. 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 county 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&nbsp;days after such time as the corporation and the indemnified
representative have each been notified of the selection of the other&#146;s arbitrator, the necessary
arbitrator or arbitrators shall be selected by the presiding judge of the court of general
jurisdiction in such county.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Qualifications of Arbitrators</I>. 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 Exchange or the American
Stock Exchange or quoted on the National Association of Securities Dealers Automated Quotations
System.


<P align="left" style="font-size: 12pt; text-indent: 6%">(c)&nbsp;<I>Burden of Proof</I>. The party or parties challenging the right of an indemnified
representative to the benefits of this Article shall have the burden of proof.


<P align="left" style="font-size: 12pt; text-indent: 6%">(d)&nbsp;<I>Expenses</I>. The corporation shall reimburse an indemnified representative for the expenses
(including attorneys&#146; fees and disbursements) incurred in successfully prosecuting or defending
such arbitration.


<P align="left" style="font-size: 12pt; text-indent: 6%">(e)&nbsp;<I>Effect</I>. 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&nbsp;7.01(a)(2) in a proceeding not directly involving
indemnification under this Article. This arbitration provision shall be specifically enforceable.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;7.07. Contribution</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;7.08. Mandatory Indemnification of Directors, Officers, etc</I></B>. 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&nbsp;1741 or 1742 of the Business
Corporation Law or in defense of any claim, issue or matter therein, such person shall be
indemnified against expenses (including attorneys&#146; fees and disbursements) actually and reasonably
incurred by such person in connection therewith.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;7.09. Contract Rights; Amendment or Repeal</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;7.10. Scope of Article</I></B>. 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 inure to the benefit of
the heirs, executors, administrators and personal representatives of such a person.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;7.11. Reliance on Provisions</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;7.12. Interpretation</I></B>. The provisions of this Article are intended to constitute
bylaws authorized by 15 Pa.C.S. (S)1746.


<P align="center" style="font-size: 12pt"><B>ARTICLE VIII</B>



<P align="center" style="font-size: 12pt"><B>Miscellaneous</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;8.01. Corporate Seal</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;8.02. Checks</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;8.03. Contracts</I></B>. Except as otherwise provided in the 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;8.04. Interested Directors or Officers; Quorum</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>General Rule</I>. 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:


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;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


<P align="left" style="font-size: 12pt; text-indent: 8%">(3)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Quorum</I>. 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).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;8.05. Deposits</I></B>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;8.06. Corporate Records</I></B>.


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>Required Records</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Right of Inspection</I>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;8.07. Exclusive Forum.</I></B>


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;<I>Exclusive Forum</I>. Unless the corporation consents in writing to the selection of an
alternative forum, the sole and exclusive judicial forum for the following actions and proceedings
shall be a state court located within Montgomery County, Pennsylvania, or if no state court located
within such county has jurisdiction over such action or proceeding, the federal United States
District Court for the Eastern District of Pennsylvania:


<P align="left" style="font-size: 12pt; text-indent: 8%">(1)&nbsp;any derivative action or proceeding brought on behalf of the corporation;


<P align="left" style="font-size: 12pt; text-indent: 8%">(2)&nbsp;any action or proceeding asserting a claim of breach of duty owed by any director, officer
or other employee of the corporation to the corporation or the corporation&#146;s shareholders;


<P align="left" style="font-size: 12pt; text-indent: 8%">(3)&nbsp;any action or proceeding asserting a claim against the corporation, or any director,
officer or other employee of the corporation&nbsp;arising pursuant to, or involving any interpretation
or enforcement of, any provision of the Pennsylvania Associations Code, the Business Corporation
Law, or the amended and restated articles of incorporation or the bylaws of the corporation; or


<P align="left" style="font-size: 12pt; text-indent: 8%">(4)&nbsp;any action or proceeding asserting a claim peculiar to the relationships between or among
the corporation and its officers, directors, and shareholders, or otherwise governed by or
involving the internal affairs doctrine.


<P align="left" style="font-size: 12pt; text-indent: 4%">Without limiting any of the foregoing, nothing contained in this section is intended to limit
or otherwise adversely affect any property right vested in the corporation&#146;s shareholders or is
intended to limit, determine or address the merits or substance of any action or proceeding, but
instead, the provisions of this section are solely procedural in nature.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;<I>Submission to Jurisdiction</I>. Without limiting the effect of 15 Pa. C. S. &#167; 1505, any person
or entity owning, purchasing or otherwise acquiring any interest in shares of the corporation,
including any record or beneficial interest therein, shall be deemed, to the fullest extent
permitted by law, to be a &#147;shareholder&#148; and to have notice of and consented to the provisions of
this section. Any shareholder who initiates an action or proceeding of the types described in
clause (a)&nbsp;above in a court other than a court specified in clause (a)&nbsp;above (a &#147;Foreign Action&#148;)
shall be deemed to have consented to (i)&nbsp;the personal jurisdiction of the courts specified in this
section in an action or proceeding brought against the shareholder to enforce this section (an
&#147;Enforcement Action&#148;) and (ii)&nbsp;having service of process in an Enforcement Action made upon the
shareholder by United States mail addressed to the shareholder at the shareholder&#146;s address as it
appears on the records of the corporation or upon the shareholder&#146;s counsel in the Foreign Action
by United States mail addressed to such counsel.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;8.08. Severability; Provisions of Bylaws in Conflict with Law or Regulation. </I></B>The
provisions of these bylaws are severable, and if any provision of these bylaws shall be held
invalid or unenforceable, the invalidity or unenforceability shall attach only to that provision
and shall not in any manner affect or render invalid or unenforceable any other provision, and
these bylaws shall be interpreted and enforced as if the invalid or unenforceable provision were
not contained herein.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B><I>Section&nbsp;8.09. Amendment of Bylaws</I></B>. Except as otherwise provided in the express terms of any
series of the shares of the corporation:


<P align="left" style="font-size: 12pt; text-indent: 6%">(a)&nbsp;The shareholders shall have the power to amend or repeal these bylaws, or to adopt new
bylaws, only with the approval of the board of directors. A direction by the board that a
shareholder proposal with respect to the bylaws shall be submitted to the shareholders for action
thereon, or the sufferance by the board that such a proposal shall be so submitted, shall not
constitute approval by the board of directors of the amendment, repeal or new bylaws.


<P align="left" style="font-size: 12pt; text-indent: 6%">(b)&nbsp;These bylaws may be amended or repealed, or new bylaws may be adopted, by vote of a
majority of the board of directors of the corporation in office at any regular or special meeting
of directors, including in circumstances otherwise reserved by statute exclusively to the
shareholders, the board of directors of the corporation having under the articles of incorporation
the full authority conferred by law upon the shareholders of the corporation to adopt, amend or
repeal these bylaws. Any bylaw adopted by the board of directors under this paragraph shall be
consistent with the articles of incorporation.


<P align="left" style="font-size: 12pt">As amended through September&nbsp;29, 2015.



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