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                                                                     EXHIBIT 3.6
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                       Sithe Northeast Management Company

                           f/k/a GPU GENERATION, INC.





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                                    By-Laws

                          (AS AMENDED OCTOBER 1, 1999)


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                              GPU GENERATION, INC.
                                    BY-LAWS



                                    OFFICES

     1.   The principal office of the Corporation shall be in Johnstown,
Pennsylvania. The Corporation may also have offices at such other places as the
Board of Directors may from time to time designate or the business of the
Corporation may require.

                                      SEAL

     2.   The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization, and the words "Corporate Seal" and
Pennsylvania". If authorized by the Board of Directors, the corporate seal may
be affixed to any certificates of stock, bonds, debentures, notes or other
engraved, lithographed or printed instruments, by engraving, lithographing or
printing thereon such seal or a facsimile thereof, and such seal or facsimile
thereof so engraved, lithographed or printed thereon shall have the same force
and effect, for all purposes, as if such corporate seal had been affixed
thereto by indentation.

                             SHAREHOLDERS' MEETINGS

     3.   All meetings of shareholders shall be held at the principal office of
the Corporation or at such other place as shall be stated in the notice of the
meeting. Such meetings shall be presided over by the chief executive officer of
the Corporation or, in his absence, by such other officer as shall have been
designated for the purpose by the Board of Directors, except when by statute
the election of a presiding officer is required.

     4.   Annual meetings of shareholders shall be held during the month of May
in each year on such day and at such time as shall be determined by the Board
of Directors and specified in the notice of the meeting. At the annual meeting
the shareholders entitled to vote shall elect by ballot a Board of Directors
and transact such other business as may properly be brought before the meeting.
Prior to any meeting of shareholders at which an election of directors is to be
held, the Board of Directors shall appoint one judge of election to serve at
such meeting. If there be a failure to appoint a judge or if such judge be
absent or refuse to act or if his office becomes vacant, the shareholders
present at the meeting, by a per capita vote, shall choose temporary judges of
the number required. No director or officer of the Corporation shall be
eligible to appointment or election as a judge nor shall a person who is a
candidate for an office to be filled at the meeting act as a judge.

     5.   Except as otherwise provided by law, or by the Articles of
Incorporation, as amended from time to time, the holders of a majority of the
shares of stock of the Corporation issued and outstanding and entitled to vote,
present in person or by proxy, shall be requisite for, and shall constitute a
quorum at, any meeting of the shareholders. If, however, the holders of a
majority of

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such shares of stock shall not be present or represented by proxy at any such
meeting, the shareholders entitled to vote thereat, present in person or by
proxy, shall have power, by vote of the holders of a majority of the shares of
capital stock present or represented at the meeting, to adjourn the meeting from
time to time without notice other than announcement at the meeting, until the
holders of the amount of stock requisite to constitute a quorum, as aforesaid,
shall be present in person or by proxy. At any adjourned meeting at which such
quorum shall be present, in person or by proxy, any business may be transacted
which might have been transacted at the meeting as originally noticed.

      6. At each meeting of the shareholders each shareholder having the right
to vote shall be entitled to vote in person or by proxy appointed by an
instrument executed in writing by such shareholder, or by his duly appointed
attorney; but no proxy shall be valid after the expiration of eleven months from
the date of its execution unless the shareholder executing it shall have
specified therein the length of time it is to continue in force, which shall be
for some specified period not in excess of three (3) years. Each holder of
record of stock having voting power shall be entitled to one vote for each share
of stock standing in the name of such holder on the stock transfer books of the
Corporation, provided that at all elections of directors of the Corporation each
such holder shall be entitled to as many votes as shall equal the number of
shares of stock such holder is entitled to vote, multiplied by the number of
directors to be elected, and may cast all such votes for a single director or
may distribute them among the number of directors to be voted for, or any two or
more of them, as such holder may see fit. The vote for directors, and upon the
demand of any shareholder or duly authorized proxy, the vote upon any question
before the meeting, shall be by ballot. For all elections of directors, the
candidates receiving the highest number of votes from each class or group of
classes, if any, entitled to elect directors separately up to the number of
directors to be elected by the class or group of classes shall be elected. All
other matters shall be determined by a vote of the holders of a majority of the
shares of the capital stock present or represented at a meeting and voting on
such questions. Shares of capital stock of the Corporation, belonging to the
Corporation or to a corporation controlled by the Corporation through stock
ownership or through majority representation on the Board of Directors, shall
not be voted.

      7. A complete list of the shareholders entitled to vote at any meeting of
shareholders, arranged in alphabetical order, with the residence of each, and
the number of shares held by each, shall be prepared by the Secretary and filed
in the principal office of the Corporation at least fifteen days before the
meeting, and shall be open to the examination of any shareholder at all times
prior to such meeting, during the usual hours for business, and shall be
available at the time and place of such meeting and open to the examination of
any shareholder.

      8. Special meetings of the shareholders for any purpose or purposes,
unless otherwise prescribed by law or by the Articles of Incorporation, may be
called by the Chairman of the Board of Directors or by the President or by a
majority of the Executive Committee, and shall be called by the President or
Secretary at the request in writing of holders of record of twenty percent of
the shares of capital stock of the Corporation issued and outstanding and
entitled to vote. Business transacted at all special meetings of the
shareholders shall be confined to the purposes stated in the


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call.

   9. (a) Notice of every meeting of shareholders, setting forth the time and
the place and briefly the purpose or purposes thereof, shall be given, not less
than ten nor more than fifty days prior to such meeting, to each shareholder of
record (at the shareholder's address appearing on the stock books of the
Corporation, unless the shareholder shall have filed with the Secretary of the
Corporation a written request that notices intended for such shareholder be
mailed to some other address, in which case it shall be mailed to the address
designated in such request) as of a date fixed by the Board of Directors
pursuant to Section 41 of the By-Laws. Except as otherwise provided by law, by
the Articles of Incorporation, as amended, or by the By-Laws, items of business,
in addition to those specified in the notice of meeting, may be transacted at
the annual meeting.

      (b) Whenever by any provision of law, the vote of shareholders at a
meeting thereof is required or permitted to be taken in connection with any
corporate action, the meeting and vote of shareholders may be dispensed with, if
all the shareholders who would have been entitled to vote upon the action if
such meeting were held, shall consent in writing prior or subsequent to such
corporate action being taken, and all such consents shall be filed with the
Secretary of the Corporation. However, this section shall not be construed to
alter or modify any provision of law or of the Articles of Incorporation under
which the written consent of the holders of less than all outstanding shares is
sufficient for corporate action.

                                   DIRECTORS

      10. The business and affairs of the Corporation shall be managed under the
direction of its Board of Directors, which shall consist of not less than two
nor more than twelve directors. Each director shall be at least twenty-one years
of age. Directors need not be shareholders of the Corporation. Directors shall
be elected at the annual meeting of shareholders, or, if any such election shall
not be held, at a shareholders' meeting called and held in accordance with the
provisions of the Business Corporation Law of the Commonwealth of Pennsylvania.
Each director shall serve until the next annual meeting of shareholders and
thereafter until such director's successor shall have been elected and shall
qualify.

      11. In addition to the powers and authority by the By-Laws expressly
conferred upon it, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Articles of Incorporation, as amended, or by the By-Laws directed or required to
be exercised or done by the shareholders.

      12. Unless otherwise required by law, in the absence of fraud no contract
or transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any domestic or foreign corporation,
partnership, firm or association of any type or kind in which one or more of its
directors or officers are directors or officers or have a financial or other
interest, shall be void or voidable solely for such reason, or solely because
such director or officer is present at or participates in the meeting of the
Board or committee thereof which authorizes the contract or


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transaction, or solely because the votes of such director or directors are
counted for such purposes if:

      (a) 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;

      (b) the material facts as to such 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

      (c) 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.

      No director or officer shall be liable to account to the Corporation for
any profit realized by such director or officer from or through any such
contract or transaction of the Corporation by reason of the interest of such
director or officer as aforesaid in such contract or transaction if such
contract or transaction shall be authorized, approved or ratified as aforesaid.

      No contract or other transaction between the Corporation and any of its
affiliates shall in any case be void or voidable or otherwise affected because
of the fact that directors or officers of the Corporation are directors or
officers of such affiliate, nor shall any such director or officer, because of
such relation, be deemed interested in such contract or other transaction under
any of the provisions of this Section 12, nor shall any such director be liable
to account because of such relation. For the purpose of this Section 12, the
term "affiliate" shall mean any corporation which is an "affiliate" of the
Corporation within the meaning of the Public Utility Holding Company Act of
1935, as said Act shall at the time be in effect.

      Nothing herein shall create liability in any of the events described in
this Section 12 or prevent the authorization, ratification or approval, in any
other manner provided by law, of any contract or transaction described in this
Section 12.

                       MEETINGS OF THE BOARD OF DIRECTORS

      13. The first meeting of the Board of Directors, for the purpose of
organization, the election of officers, and the transaction of any other
business which may come before the meeting, shall be held on call of the
Chairman within one week after the annual meeting of shareholders. If the
Chairman shall fail to call such meeting, it may be called by the President or
by any director. Notice of such meeting shall be given in the manner prescribed
for special meetings of the Board of Directors.

      14. Regular meetings of the Board of Directors may be held without notice
except for the purpose of taking action on matters as to which notice is in the
By-Laws required to be given, at such


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time and place as shall from time to time be designated by the Board, but in any
event at intervals of not more than three months. Special meetings of the Board
of Directors may be called by the Chairman or by the President or in the absence
or disability of the Chairman and the President, by a Vice President, or by any
two directors, and may be held at the time and place designated in the call and
notice of the meeting.

      15. Except as otherwise provided by the By-Laws, any item or business may
be transacted at any meeting of the Board of Directors, whether or not such item
of business shall have been specified in the notice of meeting. Where notice of
any meeting of the Board of Directors is required to be given by the By-Laws,
the Secretary or other officer performing such duties shall give notice either
personally or by telephone or telegraph or facsimile transmission at least
twenty-four hours before the meeting, or by mail at least three days before the
meeting. Meetings may be held at any time and place without notice if all the
directors are present or if those not present waive notice in writing either
before or after the meeting.

      16. At all meetings of the Board of Directors or a committee thereof a
majority of the entire Board or committee shall be requisite for, and shall
constitute, a quorum for the transaction of business, and the act of a majority
of the directors present and voting at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by law or by the Articles of Incorporation or any
amendment thereto or by the By-Laws.

      17. Any action required or permitted to be taken by the Board or any
committee of the Board may be taken without a meeting if, prior or subsequent to
such action, all members of the Board or the committee consent in writing to the
adoption of a resolution authorizing the action. The resolution and the written
consents thereto by the members of the Board or committee shall be filed with
the minutes of the proceedings of the Board or committee. Any regular or special
meeting may be adjourned to any time or place by a majority of the directors
present at the meeting whether or not a quorum shall be present at such meeting,
and no notice of the adjourned meeting shall be required other than announcement
at the meeting.

                                   COMMITTEES

      18. The Board of Directors may, by the vote of a majority of the directors
in office, create an Executive Committee, consisting of two or more members, of
whom one shall be the chief executive officer of the Corporation. The other
members of the Executive Committee shall be designated by the Board of Directors
from their number, shall hold office for such period as the Board of Directors
shall determine and may be removed at any time by the Board of Directors. When a
member of the Executive Committee ceases to be a director, he shall cease to be
a member of the Executive Committee. The Executive Committee shall have all the
powers specifically granted to it by the By-Laws and, between meetings of the
Board of Directors, may also exercise all the powers of the Board of Directors;
provided, however, that the Executive Committee shall not have power or
authority to (i) submit to the shareholders any action requiring approval of the
shareholders under the Pennsylvania Business Corporation Law of 1988, (ii)
create or fill vacancies on the Board of



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Directors, (iii) amend or repeal these By-Laws or adopt new By-Laws, (iv) amend
or repeal any resolution of the Board that by its terms is amendable or
repealable only by the Board, or (v) act on any matter committed by these
By-Laws or by resolution of the Board to another committee of the Board.

      19. The Executive Committee shall cause to be kept regular minutes of its
proceedings, which may be transcribed in the regular minute book of the
Corporation, and all such proceedings shall be reported to the Board of
Directors at its next succeeding meeting. The action of the Executive Committee
shall be subject to revision or alteration by the Board of Directors, provided
that no rights which, in the absence of such revision or alteration, third
persons would have had shall be affected by such revision or alteration. A
majority of the Executive Committee shall constitute a quorum at any meeting.
The Board of Directors may by vote of a majority of the total number of
directors provided for in Section 10 of the By-Laws fill any vacancies in the
Executive Committee. The Executive Committee shall designate one of its number
as Chairman of the Executive Committee and may, from time to time, prescribe
rules and regulations for the calling and conduct of meetings of the Committee,
and other matters relating to its procedure and the exercise of its powers.

      20. From time to time the Board of Directors may appoint any other
committee or committees for any purpose or purposes, which committee or
committees shall have such powers and such tenure of office as shall be
specified in the resolution of appointment. The chief executive officer of the
Corporation shall be a member ex officio of all committees of the Board unless
otherwise directed by the Board in respect of any committee or committees.

                COMPENSATION AND REIMBURSEMENT OF DIRECTORS AND
                       MEMBERS OF THE EXECUTIVE COMMITTEE

      21. Directors, other than salaried officers of the Corporation or its
affiliates, shall receive compensation for their services as directors at such
rate as shall be fixed from time to time by the Board, and all directors shall
be reimbursed for their reasonable expenses, if any, of attendance at each
regular or special meeting of the Board of Directors.

      22. Directors, other than salaried officers of the Corporation or its
affiliates, who are members of any committee of the Board shall receive
compensation for their services as such members at such rate as shall be fixed
from time to time by the Board, and shall be reimbursed for their reasonable
expenses, if any, in attending meetings of such committee or otherwise
performing their duties as members of such committee.

                                    OFFICERS

      23. The officers of the Corporation shall be chosen by vote of a majority
of the directors in office and shall be a President, one or more Vice
Presidents, a Secretary and a Treasurer, and may include a Chairman, a
Comptroller, one or more Assistant Secretaries, one or more Assistant
Treasurers, and one or more Assistant Comptrollers. If a Chairman shall be
chosen, the Board of Directors shall designate either the Chairman or the
President as chief executive officer of the


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Corporation. If a Chairman shall not be chosen, the President shall be the chief
executive officer of the Corporation. The Chairman, if there be one, and a
President who is designated chief executive officer of the Corporation, shall be
chosen from among the directors. A President who is not chief executive officer
of the Corporation and none of the other officers need be a director. If a
Comptroller shall not be chosen, the Board of Directors shall designate another
officer as principal accounting officer of the Corporation who in his capacity
as such shall have the duties and responsibilities set forth in Section 33
hereof. Any two offices may be occupied and the duties thereof may be performed
by one person, but no officer shall execute, acknowledge or verify any
instrument in the name of the Corporation in more than one capacity.

      24. The salaries and other compensation of the officers (other than
assistant officers) of the Corporation shall be determined from time to time by
the Board of Directors. The salaries and other compensation of the assistant
officers of the Corporation shall be determined from time to time by the
President.

      25. The Board of Directors may appoint such officers and such
representatives or agents as shall be deemed necessary, who shall hold office
for such terms, exercise such powers, perform such duties, and receive such
salaries or other compensation, as shall be determined from time to time by
action of the Board of Directors.

      26. The salary or other compensation of all other employees shall be fixed
by the chief executive officer of the Corporation or by such other officer as
shall be designated for that purpose by the Board of Directors.

      27. The officers of the Corporation shall hold office until the first
meeting of the Board of Directors after the next succeeding annual meeting of
shareholders and until their respective successors are chosen and qualify. Any
officer elected pursuant to Section 23 of the By-Laws may be removed at any
time, with or without cause, by the vote of a majority of directors then in
office. Any other officer and any representative, employee or agent of the
Corporation may be removed at any time, with or without cause, by action of the
Board of Directors, or, in the absence of action by the Board of Directors, by
the Executive Committee, or the chief executive officer of the Corporation, or
such other officer as shall have been designated for that purpose by the chief
executive officer of the Corporation.

                                  The Chairman

      28. (a) If a Chairman shall be chosen by the Board of Directors, such
Chairman shall preside at all meetings of the Board at which such Chairman shall
be present.

          (b) If a Chairman shall be chosen by the Board of Directors and is
designated by the Board as chief executive officer of the Corporation, such
Chairman

            (i) shall have supervision, direction and control of the conduct of
            the business of the


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            Corporation, subject, however, to the control of the Board of
            Directors and the Executive Committee, if there be one;

            (ii) may sign in the name and on behalf of the Corporation any and
            all contracts, agreements or other instruments pertaining to matters
            which arise in the ordinary course of business of the Corporation,
            and, when authorized by the Board of Directors or the Executive
            Committee, if there be one, may sign in the name and on behalf of
            the Corporation any and all contracts, agreements or other
            instruments of any nature pertaining to the business of the
            Corporation;

            (iii) may, unless otherwise directed by the Board of Directors
            pursuant to Section 38 of the By-Laws, attend in person or by
            substitute or proxy appointed by such Chairman and act and vote on
            behalf of the Corporation at all meetings of the shareholders of any
            corporation in which the Corporation holds stock and grant any
            consent, waiver, or power of attorney in respect of such stock;

            (iv) shall, whenever it may in the opinion of such Chairman be
            necessary or appropriate, prescribe the duties of officers and
            employees of the Corporation whose duties are not otherwise defined;
            and

            (v) shall have such other powers and perform such other duties as
            may be prescribed from time to time by law, by the By-Laws, or by
            the Board of Directors.

            (c) If a Chairman shall be chosen by the Board of Directors and is
not designated by the Board as chief executive officer of the Corporation, such
Chairman

            (i) may sign in the name and on behalf of the Corporation any and
            all contracts, agreements or other instruments pertaining to matters
            which arise in the ordinary course of business of the Corporation
            and, when authorized by the Board of Directors or the Executive
            Committee, if there be one, may sign in the name and on behalf of
            the Corporation any and all contracts, agreements or other
            instruments of any nature pertaining to the business of the
            Corporation; and

            (ii) shall have such other powers and perform such other duties as
            may be prescribed from time to time by law, by the By-Laws, or by
            the Board of Directors.

                                 THE PRESIDENT

      29. (a) If a Chairman shall not be chosen by the Board of Directors, the
President shall preside at all meetings of the Board at which such President
shall be present,

          (b) If the President shall be designated by the Board of Directors
as chief executive officer


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of the Corporation, the President

            (i) shall have supervision, direction and control of the conduct of
            the business of the Corporation, subject, however, to the control of
            the Board of Directors and the Executive Committee, if there be one;

            (ii) may sign in the name and on behalf of the Corporation any and
            all contracts, agreements or other instruments pertaining to matters
            which arise in the ordinary course of business of the Corporation,
            and, when authorized by the Board of Directors or the Executive
            Committee, if there be one, may sign in the name and on behalf of
            the Corporation any and all contracts, agreements or other
            instruments of any nature pertaining to the business of the
            Corporation;

            (iii) may, unless otherwise directed by the Board of Directors
            pursuant to Section 38 of the By-Laws, attend in person or by
            substitute or proxy appointed by such President and act and vote on
            behalf of the Corporation at all meetings of the shareholders of any
            corporation in which the Corporation holds stock and grant any
            consent, waiver, or power of attorney in respect of such; took;

            (iv) shall, whenever it may in the opinion of such President be
            necessary or appropriate, prescribe the duties of officers and
            employees of the Corporation whose duties are not otherwise defined;
            and

            (v) shall have such other powers and perform such other duties as
            may be prescribed from time to time by law, by the By-Laws, or by
            the Board of Directors.

      (c) If the Chairman shall be designated by the Board of Directors as chief
executive officer of the Corporation, the President,

            (i) shall be the chief operating officer of the Corporation;

            (ii) shall have supervision, direction and control of the conduct of
            the business of the Corporation, in the absence or disability of the
            Chairman, subject, however, to the control of the Board of Directors
            and the Executive Committee, if there be one;

            (iii) may sign in the name and on behalf of the Corporation any and
            all contracts, agreements or other instruments pertaining to matters
            which arise in the ordinary course of business of the Corporation,
            and, when authorized by the Board of Directors or the Executive
            Committee, if there be one, may sign in the name and on behalf of
            the Corporation any and all contracts, agreements or other
            instruments of any nature pertaining to the business of the
            Corporation;

            (iv) at the request or in the absence or disability of the Chairman,
            may, unless

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            otherwise directed by the Board of Directors pursuant to Section 38
            of the By-Laws, attend in person or by substitute or proxy appointed
            by such President and act and vote on behalf of the Corporation at
            all meetings of the shareholders of any corporation in which the
            Corporation holds stock and grant any consent, waiver, or power of
            attorney in respect of such stock;

            (v) at the request or in the absence or disability of the Chairman,
            whenever in the opinion of such President it may be necessary or
            appropriate, shall prescribe the duties of officers and employees of
            the Corporation whose duties are not otherwise defined; and

            (vi) shall have such other powers and perform such other duties as
            may be prescribed from time to time by law, by the By-Laws, or by
            the Board of Directors.

                                 VICE PRESIDENT

      30. (a) The Vice President shall, in the absence or disability of the
President, if the president has been designated chief executive officer of the
Corporation or if the President is acting pursuant to the provisions of
Subsection 29(c)(ii) of the By-Laws, have supervision, direction and control of
the conduct of the business of the Corporation, subject, however, to the control
of the Board of Directors and the Executive Committee, if there be one.

          (b) The Vice President may sign in the name of and on behalf of the
Corporation any and all contracts, agreements or other instruments pertaining to
matters which arise in the ordinary course of business of the Corporation, and,
when authorized by the Board of Directors or the Executive Committee, if there
be one, may sign in the name and on behalf of the Corporation any and all
contracts, agreements or other instruments of any nature pertaining to the
business of the Corporation except in cases where the signing thereof shall be
expressly delegated by the Board of Directors or the Executive Committee to some
other officer or agent of the Corporation.

          (c) The Vice President may, if the President has been designated chief
executive officer of the Corporation or if the President is acting pursuant to
the provisions of Subsection 29(c)(ii) of the By-Laws, at the request or in the
absence or disability of the President or in case of the failure of the
President to appoint a substitute or proxy as provided in Subsections 29(b)(iii)
and 29(c)(iv) of the By-Laws, unless otherwise directed by the Board of
Directors pursuant to Section 38 of the By-Laws, attend in person or by
substitute or proxy appointed by such Vice President and act and vote on behalf
of the Corporation at all meetings of the shareholders of any corporation in
which the Corporation holds stock and grant any consent, waiver, or power of
attorney in respect of such stock.

          (d) The Vice President shall have such other powers and perform such
other dudes as may be prescribed from time to time by law, by the By-Laws, or by
the Board of Directors.

          (e) If there be more than one Vice President, the Board of Directors
may designate one


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or more of such Vice Presidents as an Executive Vice President. The Board of
Directors may assign to such Vice Presidents their respective duties and may, if
the President has been designated chief executive officer of the Corporation or
if the President is acting pursuant to the provisions of Subsection 29(c)(ii) of
the By-Laws, designate the order in which the respective Vice Presidents shall
have supervision, direction and control of the business of the Corporation in
the absence or disability of the President

                                 THE SECRETARY

      31. (a) The Secretary shall attend all meetings of the Board of Directors
and all meetings of the shareholders and record all votes and the minutes of all
proceedings in books to be kept for that purpose; and shall perform like duties
for the Executive Committee and any other committees created by the Board of
Directors.

          (b) The Secretary shall give, or cause to be given, notice of all
meetings of the shareholders, the Board of Directors, or the Executive Committee
of which notice is required to be given by law or by the By-Laws.

          (c) The Secretary shall have such other powers and perform such other
duties as may be prescribed from time to time by law, by the By-Laws, or by the
Board of Directors.

          (d) Any records kept by the Secretary shall be the property of the
Corporation. and shall be restored to the Corporation in case of the Secretary's
death, resignation, retirement or removal from office.

          (e) The Secretary shall be the custodian of the seal of the
Corporation and, pursuant to Section 45 of the By-Laws and in other instances
where the execution of documents on behalf of the Corporation is authorized by
the By-Laws or by the Board of Directors, may affix the seal to all instruments
requiring it and attest the ensealing and the execution of such instruments.

          (f) The Secretary shall have control of the stock ledger, stock
certificate book and all books containing minutes of any meeting of the
shareholders, Board of Directors, or Executive Committee or other committee
created by the Board of Directors, and of all formal records and documents
relating to the corporate affairs of the Corporation.

          (g) Any Assistant Secretary or Assistant Secretaries shall assist the
Secretary in the performance of the Secretary's duties, shall exercise the
powers and duties of the Secretary at the request or in the absence or
disability of the Secretary, and shall exercise such other powers and duties as
may be prescribed by the Board of Directors.


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                                 THE TREASURER

      32. (a) The Treasurer shall be responsible for the safekeeping of the
corporate funds and securities of the Corporation, and shall maintain and keep
custody of full and accurate accounts of receipts and disbursements in books
belonging to the Corporation, and shall deposit all moneys and other funds of
the Corporation in the name and to the credit of the Corporation, in such
depositories as may be designated by the Board of Directors.

          (b) The Treasurer shall disburse the funds of the Corporation in such
manner as may be ordered by the Board of Directors, taking proper vouchers for
such disbursements.

          (c) Pursuant to Section 45 of the By-Laws, the Treasurer may, when
authorized by the Board of Directors, affix the seal to all instruments
requiring it and attest the ensealing and the execution of such instruments.

          (d) The Treasurer shall exhibit at all reasonable times such accounts
and records to any director of the Corporation upon application during business
hours at the office of the Corporation where such accounts and records are kept.


          (e) The Treasurer shall render an account of all transactions as
Treasurer at all regular meetings of the Board of Directors, or whenever the
Board may require it, and at such other times as may be requested by the Board
or by any director of the Corporation.

          (f) If required by the Board of Directors, the Treasurer shall give
the Corporation a bond, the premium on which shall be paid by the Corporation,
in such form and amount and with such surety or sureties as shall be
satisfactory to the Board, for the faithful performance of the duties of the
Treasurer's office, and for the restoration to the Corporation in case of the
death, resignation, retirement or removal from office of the Treasurer, of all
books, papers, vouchers, money and other property of whatever kind belonging to
the Corporation in the possession or under the control of the Treasurer.

          (g) The Treasurer shall perform all duties generally incident to the
office of Treasurer, and shall have other powers and duties as from time to time
may be prescribed by law, by the By-Laws, or by the Board of Directors.

          (h) Any Assistant Treasurer or Assistant Treasurers shall assist the
Treasurer in the performance of the Treasurer's duties, shall exercise the
powers and duties of the Treasurer at the request or in the absence or
disability of the Treasurer, and shall exercise such other powers and duties as
may be prescribed by the Board of Directors. If required by the Board of
Directors, any Assistant Treasurer shall give the Corporation a bond, the
premium on which shall be paid by the Corporation, similar to that which may be
required to be given by the Treasurer.


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                                   COMPTROLLER

      33. (a) The Comptroller of the Corporation shall be the principal
accounting officer of the Corporation and shall be accountable and report
directly to the Board of Directors. If required by the Board of Directors, the
Comptroller shall give the Corporation a bond, the premium on which shall be
paid by the Corporation, in such form and amount and with such surety or
sureties as shall be satisfactory to the Board, for the faithful performance of
the duties of the Comptroller's office.

          (b) The Comptroller shall keep or cause to be kept full and complete
books of account of all operations of the Corporation and of its assets and
liabilities.

          (c) The Comptroller shall have custody of all accounting records of
the Corporation other than the record of receipts and disbursements and those
relating to the deposit or custody of money or securities of the Corporation,
which shall be in the custody of the Treasurer.

          (d) The Comptroller shall exhibit at all reasonable times such books
of account and records to any director of the Corporation upon application
during business hours at the office of the Corporation where such books of
account and records are kept.

          (e) The Comptroller shall render reports of the operations and
business and of the condition of the finances of the Corporation at regular
meetings of the Board of Directors, and at such other times as may be requested
by the Board or by any director of the Corporation, and shall render a full
financial report at the annual meeting of the shareholders, if called upon to do
so.

          (f) The Comptroller shall receive and keep custody of an original copy
of each written contract made by or on behalf of the Corporation.

          (g) The Comptroller shall receive periodic reports from the Treasurer
of the Corporation of all receipts and disbursements, and shall see that
correct vouchers are taken for all disbursements for any purpose.

          (h) The Comptroller shall perform all duties generally incident to the
office of Comptroller, and shall have such other powers and duties as from time
to time may be prescribed by law, by the By-Laws, or by the Board of Directors.

          (i) Any Assistant Comptroller or Assistant Comptrollers shall assist
the Comptroller in the performance of the Comptroller's duties, shall exercise
the powers and duties of the Comptroller at the request or in the absence or
disability of the Comptroller, and shall exercise such other powers and duties
as may be prescribed by the Board of Directors. If required by the Board of
Directors, any Assistant Comptroller shall give the Corporation a bond, the
premium on which shall be paid by the Corporation, similar to that which may be
required to be given by the Comptroller.


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                                    VACANCIES

      34. If the office of any director becomes vacant for any reason, including
vacancies resulting from an increase in the number of directors, the directors
then in office, although less than a quorum, by a majority vote, may fill such
vacancy and each person so selected shall hold office for the unexpired term in
respect of which such vacancy occurred. If the office of any officer of the
Corporation shall become vacant for any reason, the Board of Directors, at a
meeting, the notice of which shall have specified the filling of such vacancy as
one of its purposes, may choose a successor who shall hold office for the
unexpired term in respect of which such vacancy occurred. Pending action by the
Board of Directors at such meeting, the Board of Directors or the Executive
Committee may choose a successor temporarily to serve as an officer of the
Corporation.

                                  RESIGNATIONS

      35. An officer or any director of the Corporation may resign at any time,
such resignation to be made in writing and transmitted to the Secretary. Such
resignation shall take effect from the time of its receipt by the Corporation,
unless some time be fixed in the resignation, and then from that time. Nothing
herein shall be deemed to relieve any officer from liability for breach of any
contract of employment resulting from any such resignation.

                      DUTIES OF OFFICERS MAY BE DELEGATED

      36. In case of the absence or disability of any officer of the
Corporation, or for any other reason the Board of Directors may deem sufficient,
the Board, by vote of a majority of directors then in office, may,
notwithstanding any other provisions of the By-Laws, delegate or assign, for the
time being, the powers or duties, or any of them, of such officer to any other
officer or to any director.

                 INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES

      37. (a) A director shall not be personally liable for monetary damages as
such for any action taken; or any failure to take any action, unless the
director has breached or failed to perform the duties of his or her office under
the Pennsylvania Business Corporation Law of 1988, as amended, and the breach
or failure to perform constitutes self-dealing, willful misconduct or
recklessness. The provisions of this subsection (a) 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.

          (b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, whether formal or informal, and whether brought by or in the
right of the Corporation, its shareholders or otherwise, by reason of the fact
that such person was a director, officer or employee of the Corporation (and may
indemnify any person who was an agent of the Corporation), or a person serving
at the request of the Corporation as a director, officer,


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partner, fiduciary or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, to the fullest extent
permitted by law, including without limitation indemnification against expenses
(including attorneys' fees and disbursements), damages, punitive damages,
judgments, penalties, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such proceeding unless the
act or failure to act giving rise to the claim for indemnification is finally
determined by a court to have constituted willful misconduct or recklessness. If
any such person is not entitled to indemnification in respect of a portion of
any liabilities to which such person may be subject, the Corporation shall
nonetheless indemnify such person to the maximum extent for the remaining
portion of the liabilities.

          (c) The Corporation shall pay the expenses (including attorneys' fees
and disbursements) actually and reasonably incurred in defending a civil or
criminal action, suit or proceeding on behalf of any person entitled to
indemnification under subsection (b) in advance of the final disposition of such
proceeding upon receipt of an undertaking by or on behalf of such person to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Corporation, and may pay such expenses in
advance on behalf of any agent on receipt of a similar undertaking. The
financial ability of such person to make such repayment shall not be a
prerequisite to the making of an advance.

          (d) For purposes of this Section: (i) the Corporation shall be deemed
to have requested an officer, director, employee or agent to serve as fiduciary
with respect to an employee benefit plan where the performance by such person of
duties to the Corporation also imposes duties on, or otherwise involves services
by, such person as a fiduciary with respect to the plan; (ii) excise taxes
assessed with respect to any transaction with an employee benefit plan shall be
deemed "fines"; and (iii) action taken or omitted by such person with respect to
an employee benefit plan in the performance of duties for a purpose reasonably
believed to be in the interest of the participants and beneficiaries of the plan
shall be deemed to be for a purpose which is not opposed to the best interests
of the Corporation.

          (e) 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.

          (f) All rights of indemnification under this Section shall be deemed a
contract between the Corporation and the person entitled to indemnification
under this Section pursuant to which the Corporation and each such person intend
to be legally bound. Any repeal, amendment or modification hereof shall be
prospective only and shall not limit, but may expand, any rights or obligations
in respect of any proceeding whether commenced prior to or after such change to
the extent such proceeding pertains to actions or failures to act occurring
prior to such change.


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          (g) The indemnification, as authorized by this Section, shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any statute, agreement, vote of
shareholders or disinterested directors or otherwise, both as to actions in an
official capacity and as to actions in any other capacity while holding such
office. The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall continue as to a person who has ceased to be an
officer, director, employee or agent in respect of matters arising prior to such
time, and shall inure to the benefit of the heirs, executors and administrators
of such person.

                           STOCK OF OTHER CORPORATIONS

      38. The Board of Directors may authorize any director, officer or other
person on behalf of the Corporation to attend, act and vote at meetings of the
shareholders of any corporation in which the Corporation shall hold stock, and
to exercise thereat any and all of the rights and powers incident to the
ownership of such stock and to execute waivers of notice of such meetings and
calls therefor.

                              CERTIFICATES OF STOCK

      39. The certificates of stock of the Corporation shall be numbered and
shall be entered in the books of the Corporation as they are issued. They shall
exhibit the holder's name and number of shares and may include the holder's
address. No fractional shares of stock shall be issued. Certificates of stock
shall be signed by the President or a Vice President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary, and shall be
sealed with the seal of the Corporation or a facsimile thereof. Where any
certificate of stock is countersigned by a transfer agent or registrar who is
not an officer or employee of the Corporation, the signatures of any such
President, Vice President, Secretary, Assistant Secretary, Treasurer, or
Assistant Treasurer upon such certificate may be facsimiles, engraved or
printed. In case any such officer who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such before such
certificate of stock is issued, it may be issued by the Corporation with the
same effect as if such officer had not ceased to be such at the date of its
issue.

                                TRANSFER OF STOCK

      40. Transfers of stock shall be made on the books of the Corporation only
by the person named in the certificate or by attorney, lawfully constituted in
writing, and upon surrender of the certificate therefor.

                              FIXING OF RECORD DATE

      41. The Board of Directors is hereby authorized to fix a time, not
exceeding fifty (50) days preceding the date of any meeting of shareholders or
the date fixed for the payment of any dividend or the making of any
distribution, or for the delivery of evidences of rights or evidences of
interests arising out of any change, conversion or exchange of capital stock, as
a record time for the


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determination of the shareholders entitled to notice of and to vote at such
meeting or entitled to receive any such dividend, distribution, rights or
interests, as the case may be; and all persons who are holders of record of
capital stock at the time so fixed, and no others, shall be entitled to notice
of and to vote at such meeting, and only shareholders of record at such time
shall be entitled to receive any such notice, dividend, distribution, rights or
interests.

                             REGISTERED SHAREHOLDERS

      42. The Corporation shall be entitled to treat the holder of any share or
shares of stock as the holder in fact thereof and accordingly shall not be bound
to recognize any equitable or other claim to, or interest in, such share on the
part of any other person, whether or not it shall have express or other notice
thereof, save as expressly provided by statutes of the Commonwealth of
Pennsylvania.

                                LOST CERTIFICATES

      43. Any person claiming a certificate of stock to be lost or destroyed
shall make an affidavit or affirmation of that fact, whereupon a new certificate
may be issued of the same tenor and for the same number of shares as the one
alleged to be lost or destroyed; provided, however, that the Board of Directors
may require, as a condition to the issuance of a new certificate, the payment of
the reasonable expenses of such issuance or the furnishing of a bond of
indemnity in such form and amount and with such surety or sureties, or without
surety, as the Board of Directors shall determine, or both the payment of such
expenses and the furnishing of such bond, and may also require the advertisement
of such loss in such manner as the Board of Directors may prescribe.

                               INSPECTION OF BOOKS

      44. The Board of Directors may determine whether and to what extent, and
at what time and places and under what conditions and regulations, the accounts
and books of the Corporation (other than the books required by statute to be
open to the inspection of shareholders), or any of them, shall be open to the
inspection of shareholders, and no shareholder shall have any right to inspect
any account or book or document of the Corporation, except as such right may be
conferred by statutes of the Commonwealth of Pennsylvania or by the By-Laws or
by resolution of the Board of Directors or of the shareholders.

                   CHECKS, NOTES, BONDS AND OTHER INSTRUMENTS

      45. (a) All checks or demands for money and notes of the Corporation shall
be signed by such person or persons (who may but need not be an officer or
officers of the Corporation) as the Board of Directors may from time to time
designate, either directly or through such officers of the Corporation as shall,
by resolution of the Board of Directors, be authorized to designate such person
or persons. If authorized by the Board of Directors, the signatures of such
persons, or any of them, upon any checks for the payment of money may be made by
engraving, lithographing or printing thereon a facsimile of such signatures, in
lieu of actual signatures, and such facsimile signatures so


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engraved, lithographed or printed thereon shall have the same force and effect
as if such persons had actually signed the same.

          (b) All bonds, mortgages and other instruments requiring a seal, when
required in connection with matters which arise in the ordinary course of
business or when authorized by the Board of Directors, shall be executed on
behalf of the Corporation by the President or a Vice President, and the seal of
the Corporation shall be thereupon affixed by the Secretary or an Assistant
Secretary or the Treasurer or an Assistant Treasurer, who shall, when required,
attest the ensealing and execution of said instrument. If authorized by the
Board of Directors, a facsimile of the seal may be employed and such facsimile
of the seal may be engraved, lithographed or printed and shall have the same
force and effect as an impressed seal. If authorized by the Board of Directors,
the signatures of the President or a Vice President or the Secretary or an
Assistant Secretary or the Treasurer or an Assistant Treasurer upon any
engraved, lithographed or printed bonds, debentures, notes or other instruments
may be made by engraving, lithographing or printing thereon a facsimile of such
signatures, in lieu of actual signatures, and such facsimile signatures so
engraved, lithographed or printed thereon shall have the same force and effect
as if such officers had actually signed the same. In case any officer who has
signed, or whose facsimile signature appears on, any such bonds, debentures,
notes or other instruments shall cease to be such officer before such bonds,
debentures, notes or other instruments shall have been delivered by the
Corporation, such bonds, debentures, notes or other instruments may nevertheless
be adopted by the Corporation and be issued and delivered as though the person
who signed the same, or whose facsimile signature appears thereon, had not
ceased to be such officer of the Corporation.

                             RECEIPTS FOR SECURITIES

      46. All receipts for stocks, bonds or other securities by the Corporation
shall be signed by the Treasurer or an Assistant Treasurer, or by such other
person or persons as the Board of Directors or Executive Committee shall
designate.

                                   FISCAL YEAR

      47. The fiscal year shall begin the first day of January in each year.

                                    DIVIDENDS

      48. (a) Dividends in the form of cash or securities, upon the capital
stock of the Corporation, to the extent permitted by law, may be declared by the
Board of Directors at any regular or special meeting.

          (b) The Board of Directors shall have power to fix and determine, and
from time to time vary, the amount to be reserved as working capital; to
determine whether any, and if any, what part of any, surplus of the Corporation
shall be declared as dividends; to determine the date or dates for the
declaration and payment or distribution of dividends; and, before payment of any
dividend or the


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making of any distribution, to set aside out of the surplus of the Corporation
such amount or amounts as the Board of Directors from time to time, in its
absolute discretion, may think proper as a reserve fund to meet contingencies,
or for equalizing dividends, or for such other purpose as it shall deem to be in
the interests of the Corporation.

                                     NOTICES

      49. (a) Whenever under the provisions of the By-Laws notice is required to
be given to any director, officer or shareholder, it shall not be construed to
require personal notice, but, except as otherwise specifically provided, such
notice may be given in writing, by first class or express mail or by depositing
a copy of the same in a post office, letter box or mail chute, maintained by the
United States Postal Service or Courier Service for delivery to that person,
postage prepaid, addressed to such shareholder, officer or director, at his or
her address as the same appears on the books of the Corporation.

          (b) A shareholder, director or officer may waive in writing any notice
required to be given to him or her by law or by the By-Laws.

                     PARTICIPATION IN MEETINGS BY TELEPHONE

      50. At any meeting of the Shareholders, Board of Directors or the
Executive Committee or any other committee designated by the Board of Directors,
one or more directors or shareholders may participate in such meeting in lieu of
attendance in person by means of the conference telephone or similar
communications equipment by means of which all persons participating in the
meeting will be able to hear and speak.

                           OATH OF JUDGES OF ELECTION

      51. The judges of election appointed to act at any meeting of the
shareholders shall, before entering upon the discharge of their duties, be sworn
faithfully to execute the duties of judge at such meeting with strict
impartiality and according to the best of their ability.

                                   AMENDMENTS

      52. The By-Laws may be altered or amended by the affirmative vote of the
holders of a majority of the capital stock represented and entitled to vote at a
meeting of the shareholders duly held, provided that the notice of such meeting
shall have included notice of such proposed amendment. The By-Laws may also be
altered or amended by the affirmative vote of a majority of directors then in
office at a meeting of the Board of Directors, the notice of which shall have
included notice of the proposed amendment.

      In the event of the adoption, amendment, or repeal of any By-Law by the
Board of Directors pursuant to this Section, there shall be set forth in the
notice of the next meeting of shareholders for


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the election of directors the By-Law so adopted, amended or repealed together
with a concise statement of the changes made. By the affirmative vote of the
holders of a majority of the capital stock represented and entitled to vote at
such meeting, the By-Laws may, without further notice, be altered or amended by
amending or repealing such action by the Board of Directors.


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