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EXHIBIT 3 (b)

                        PENNROCK FINANCIAL SERVICES CORP.

                            BYLAWS OF THE CORPORATION

                             Adopted March 25, 1986

                            Amended February 24, 1987
                            Effective April 28, 1987

                                    ARTICLE I
                              SHAREHOLDER MEETINGS

        Section 1.1     Annual Meeting. The annual meeting of the shareholders
of the Company shall be held at the administrative office of the Company at 1058
Main Street, Blue Ball, Pennsylvania, or at such other place as may be
authorized by the Board of Directors, on such day each year as may be fixed from
time to time by the Board of Directors, or, if no day be so fixed, on the last
Tuesday in April of each year. Directors shall be elected at the annual meeting
of the shareholders and such other business as shall properly come before the
meeting may be transacted.

        Section 1.2     Special Meetings. Special meetings of the shareholders
may be called at any time by (i) the Chairman of the Board, (ii) the Chief
Executive Officer, (iii) the Executive Committee of the Board of Directors, or
(iv) the Board of Directors pursuant to a resolution adopted by the affirmative
vote of a majority of the whole Board of Directors. Special meetings may not be
called by shareholders.

        Section 1.3     Notice of Meetings. Written notice of all meetings of
shareholders shall be given to each shareholder of record entitled to vote at
the meeting at least ten (10) days prior to the day of the meeting by mail
addressed to the shareholder at his address as it appears on the books of the
Company. Such notice shall state the date, hour and place of the meeting and
shall also state the general nature of the business to be transacted in the case
of a special meeting. Notices shall be deemed to have been delivered when
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the books of the Company.

        Section 1.4     Record Date. The Board of Directors may fix a date for
the purpose of determining shareholders entitled to receive notice of and to
vote at any meeting or to receive any dividend, distribution or allotment of
rights or a date for any change, conversion or change of shares by fixing a
record date not more than fifty (50) days prior thereto.

        Section 1.5     Voting List. The officer or agent having charge of the
transfer books for the shares of the Company shall make, at least five (5) days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order, with the
address of and the number of shares held by each. Such list shall be kept on
file at the registered office of the Company until the time of the meeting and
shall be subject to inspection by any

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shareholder during usual business hours and shall also be made available for
inspection by any shareholder at any time during the meeting.

        Section 1.6     Judges of Election. In advance of each meeting of the
shareholders, the Board of Directors shall appoint three (3) judges of election,
each of whom shall be a shareholder, to act at such meeting and any adjournment
thereof. The judges of election shall conduct all elections and shareholder
votes held at the meeting with respect to which they have been appointed and
shall take all such actions as may be necessary in order to fulfill their
responsibilities under applicable law. Following each election or shareholder
vote, the judges of election shall file with the chairman of the meeting a
certificate certifying the result thereof.

        Section 1.7     Quorum and Majority Action. A majority of the
outstanding shares, represented in person or by proxy, shall constitute a quorum
at any meeting of shareholders. A majority of votes cast shall decide each
matter submitted to the shareholders, except in cases where the vote of a larger
number of shares is required under the Articles of Incorporation or by law and
except that in elections of directors, the candidates receiving the highest
number of votes shall be elected.

        Section 1.8     Voting of Shares. Each outstanding share entitled to
vote at a meeting shall be entitled to one (1) vote on each matter. Shareholders
shall not have the right to cumulate their votes in the election of directors.

        Shareholders may vote at any meeting of shareholders by proxy duly
authorized in writing. A proxy shall be valid only for one meeting to be
specified therein and any adjournments of such meeting. Proxies shall be dated
and shall be filed with the Secretary of the Company.

        Section 1.9     Conduct of Meetings. At every meeting of the
shareholders, the Chairman of the Board or, in his absence, the Chief Executive
Officer, or in his absence, a chairman (who shall be one of the officers, if any
is present) chosen by the shareholders of the Company present, shall act as
chairman of the meeting. The chairman of the meeting shall appoint a person to
serve as secretary of the meeting.

     Section 1.10       No Action by Written Consent. No action required to be
taken or which may be taken at any annual or special meeting of the shareholders
may be taken without a duly called meeting and the power of the shareholders of
the Company to consent in writing to action without a meeting is specifically
denied.

                                   ARTICLE II
                                    DIRECTORS

        Section 2.1     Powers. The business and affairs of the Company and all
corporate powers shall be exercised by or under the authority of the Board of
Directors, subject to any limitation imposed by law, the Articles of
Incorporation, or these Bylaws as to action which requires approval by the
shareholders.

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        Section 2.2     Number and Qualifications of Directors. The Board of
Directors shall consist of not less than one (1) nor more than twenty-five (25)
persons. The directors shall be classified with respect to the time they shall
severally hold office by dividing them into three (3) classes, each consisting
as nearly as possible of one-third (1/3) of the number of the whole Board of
Directors; provided, however, that nothing herein shall be construed to require
exact equality in the number of directors in each class. At the Annual Meeting
of Shareholders to be held in 1987, the directors of one class shall be elected
for a term of one (1) year; directors of a second class shall be elected for a
term of two (2) years; and directors of a third class shall be elected for a
term of three (3) years and at each Annual Meeting of Shareholders thereafter
the successors to the class of directors whose term shall expire that year shall
be elected to hold office for a term of three (3) years, so that the term of
office of one (1) class of directors shall expire in each year. The directors
shall hold office until the expiration of the term for which they were elected
and until their successors are elected and have qualified. The number of
directors in each class of directors shall be determined by the Board of
Directors.

        Any shareholder who owns not less than 100 shares of the stock of the
Company shall be eligible to be elected as a director of the Company.

        Section 2.3     Nomination of Directors. Nomination for election to the
Board of Directors may be made by the Board of Directors or by any shareholder
entitled to vote for the election of directors. Each nomination shall specify
the term of office for which the person nominated is to be elected. Nominations,
other than those made by or on behalf of the existing management of the Company,
shall be made in writing and shall be delivered or mailed to the Chairman of the
Board not less than fourteen (14) days nor more than fifty (50) days prior to
any meeting of shareholders called for the election of directors; provided,
however, that if less than twenty-one (21) days' notice of a meeting is given to
shareholders, such nominations shall be mailed or delivered to the Chairman of
the Board not later than the close of business on the seventh day following the
day on which the notice of meeting was mailed. The notice to the Chairman of the
Board of a nomination, other than one made on behalf of existing management,
shall set forth the name, age, residence address, and principal occupation of
the nominee. The chairman of the meeting shall determine whether nominations
have been made in accordance with the requirements of this Section and, if he
determines that a nomination is defective, the nomination and any votes cast for
the nominee shall be disregarded.

        Section 2.4     Elections. If directors of more than one class are to be
elected at a meeting of the shareholders by reason of vacancy or otherwise,
there shall be a separate election for each class of directors to be elected at
that meeting.

        Section 2.5     Organizational Meeting. Following the Annual Meeting of
Shareholders, the chairman or the secretary of the meeting shall notify the
directors elect of their election and they shall meet along with the

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continuing directors for the purpose of organizing the new Board, appointing
officers and transacting such other business as may properly come before the
meeting. The organizational meeting shall be held immediately following the
final adjournment of the Annual Meeting of Shareholders or as soon thereafter as
practicable and, in any event, within thirty (30) days thereof.

        Section 2.6     Vacancies. A vacancy in the Board of Directors shall
occur in the case of the happening of any of the following events: (a) a
director shall die, resign or retire; (b) the shareholders shall fail to elect
the number of directors authorized to be elected at any meeting of shareholders
at which any director is to be elected; (c) the Board of Directors shall by
resolution have elected to increase the number of directors; (d) the Board of
Directors shall declare vacant the office of any director for such cause as the
Board may determine; or (e) a vacancy shall occur for any other reason.

        Any vacancy occurring in the Board of Directors shall be filled by a
majority of the remaining members of the Board of Directors, though less than a
quorum, and each person so elected shall hold office until the next Annual
Meeting of Shareholders and until his successor is duly elected and has
qualified.

        Section 2.7     Place of Meetings. All meetings of the Board of
Directors shall be held at the administrative office of the Company at Route 23
and Ranck's Church Road, Blue Ball, Pennsylvania or at such other place within
or without this Commonwealth as may be designated from time to time by a
majority of the directors or as may be designated in the notice calling the
meeting.

        Section 2.8     Regular Meetings. Regular meetings of the Board of
Directors shall be held, without call or notice, on Tuesday of each week or at
such other time as a majority of the Board of Directors may from time to time
determine. When any regular meeting of the Board of Directors falls upon a
holiday, the meeting shall be held on the next business day unless the Board
shall designate some other day.

        Section 2.9     Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, by the Chief Executive
Officer or at the request of three (3) or more directors. Not less; than
twenty-four (24) hours' notice of the date, time and place of any special
meeting of the Board of Directors shall be given to each director either: (a) in
person; (b) by telephone; or (c) by notice to the director's personal residence
or business address appearing on the books of the Company by telephone, mail,
telegram or written notice delivered to such place.

        Section 2.10    Quorum and Majority Action. A majority of all the
members of the Board of Directors in office shall constitute a quorum for the
transaction of business. If at any time fixed for a meeting, including the
meeting to organize the new Board following the Annual Meeting of Shareholders,
a quorum is not present, the directors in attendance may adjourn the meeting
from time to time until a quorum is obtained and the meeting may be held as
adjourned without further notice. Except as otherwise

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provided herein, a majority of those directors present at any meeting of the
Board of Directors at which a quorum is present shall decide each matter
considered.

        A director may not vote by proxy or otherwise act by proxy at a meeting
of the Board of Directors.

        Section 2.11    Conduct of Meetings. At every meeting of the Board of
Directors, the Chairman of the Board or, in his absence, the Vice Chairman of
the Board, or in his absence, an officer of the Company designated by one of
them, or, in the absence of such designation, a chairman chosen by a majority of
the directors present, shall preside. A person to be designated by the Chairman
of the Board shall serve as secretary of the Board of Directors.

        One or more directors may participate in a meeting of the Board of
Directors by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other.

        Section 2.12    Retirement. The office of a director shall be considered
vacant as of December 31 of the calendar year in which he attains the age of
seventy-five (75) years. A director who retires pursuant to the provisions of
this Section 2.12 shall serve as a Director Emeritus until December 31 of the
calendar year in which he attains the age of seventy-eight (78) years. A
Director Emeritus may attend meetings of the Board of Directors, but he may not
vote and he shall not be charged with the responsibilities or be subject to the
liabilities of a director. A Director Emeritus shall serve without compensation,
but shall be subject to all restrictions applicable to directors generally with
respect to conflicts of interest.

        Section 2.13    Compensation. The Board of Directors, by the affirmative
vote of a majority of the directors then in office and irrespective of any
personal interest of any of its members, shall have authority to establish a fee
to be paid to each director for attendance at meetings; provided, however, that
no such fee may be paid to any director who is also a salaried officer of the
Company or of any subsidiary of the Company.

        Section 2.14    Personal Liability of Directors.

                (a)     General Rule: A director of the corporation shall not be
personally liable for monetary damages for any action taken or any failure to
take any action, except to the extent that exemption from liability for monetary
damages is not permitted under the laws of the Commonwealth of Pennsylvania as
now or hereafter in effect. The provisions of this Subsection (a) are intended
to exempt the directors of the corporation from liability for monetary damages
to the maximum extent permitted under the Pennsylvania Directors' Liability Act
(42 Pa. C.S. Sec. 8361 et seq.) or under any other law now or hereafter in
effect.

                (b)     Specific Rule Under Directors' Liability Act: Without
limitation of Subsection (a) above, a director of the corporation shall not be
personally liable for monetary damages for any action taken or any failure to
take any action, unless: (i) the director has breached or

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failed to perform the duties of his office under Section 8363 of the Directors'
Liability Act, and (ii) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. The provisions of the
preceding sentence shall not exempt a director from: (i) the responsibility or
liability of a director pursuant to any criminal statute; or (ii) the liability
of a director for the payment of taxes pursuant to local, state or federal law.

                (c)     Modification or Repeal: The provisions of this
Section 2.14 may be modified or repealed by the Board of Directors in accordance
with the procedures for amending these Bylaws; provided, however, that any such
modification or repeal shall not have any effect upon the liability of a
director relating to any action taken, any failure to take any action, or events
which occurred prior to the effective date of such modification or repeal.

                (d)     Effective Date: The provisions of this Section 2.14
shall become effective immediately following its ratification by the
shareholders of the corporation at a meeting of shareholders duly convened after
notice to the shareholders of such purpose.

[Adopted by the Board of Directors February 24, 1987; ratified by the
shareholders April 28, 1987; effective April 28, 1987]

                                   ARTICLE III
                                   COMMITTEES

        Section 3.1     Authority. The Board of Directors, by resolution adopted
by a majority of the whole Board of Directors, may create such permanent or
temporary committees as the Board of Directors deems necessary for the proper
conduct of the business of the Company. Each committee shall consist of at least
three (3) directors and shall have and may exercise such powers as shall be
conferred or authorized by resolution of the Board and which are not
inconsistent with these Bylaws. The creation of any committee and the delegation
to it of authority shall not relieve the Board of Directors of any
responsibility imposed by law upon it.

        Section 3.2     Appointment of Committees. The Chairman of the Board
shall submit to the Board of Directors, at its first meeting after the Annual
Meeting of Shareholders, his recommendations for the members of and chairman of
each standing committee. The Board of Directors shall then appoint, in
accordance with such recommendations or otherwise, the members and a chairman
for each such committee. If the appointees accept their appointment, they shall
serve for one (1) year or until their successors are appointed. The Board of
Directors may fill any vacancy occurring on any committee and may remove and
replace any member of any committee. A director may be a member of more than one
committee.

        The Chairman of the Board and the Chief Executive Officer shall be
ex-officio members of all committees of the Board of Directors, except the Audit
Committee (if one be appointed).

        Section 3.3     Place and Notice of Meetings. All

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committee meetings shall be held at the administrative office of the Company at
Route 23 and Ranck's Church Road, Blue Ball, Pennsylvania or at such other place
as may be designated by the chairman of the committee or as may be designated in
the notice calling the meeting.

        Not less than twenty-four (24) hours notice of the date, time and place
of any special committee meeting shall be given to each member of that committee
either: (a) in person; (b) by telephone; or (c) by notice to the member's
personal residence or business address appearing on the books of the Company by
telephone, mail, telegram, or written notice delivered to such place.

        Section 3.4     Conduct of Committees. A majority of the membership of a
committee shall constitute a quorum for the transaction of business; provided,
however, that in any case where the Chairman of the Board and the Chief
Executive Officer are members ex-officio of a committee and have not been
specifically appointed to a committee by resolution of the Board of Directors,
then the number of members of that committee necessary to constitute a quorum
shall be that number which is a majority of the number of members of that
committee other than the ex-officio members, but, for purposes of determining
the presence of a quorum at any meeting of that committee, any ex-officio
members who are present shall be counted. In any case, ex-officio committee
members shall be entitled to vote.

        Regular meetings of a committee may be held, without call or notice, at
such times as the committee members decide or as the Board of Directors may
require. Special meetings of a committee may be called at any time by its
chairman or by the Chairman of the Board or by the Chief Executive Officer.
Except for its chairman (who shall be appointed by the Board of Directors), each
committee may appoint a secretary and such other officers as the committee
members deem necessary. Each committee shall have the power and authority to
obtain from the appropriate officers of the Company all information necessary
for the conduct of the proper business of the committee.

        One or more directors may participate in a meeting of a committee by
means of conference telephone or similar communication equipment by means of
which all persons participating in the meeting can hear each other.

        Section 3.5     Executive Committee. There shall be a standing committee
of the Board of Directors to be known as the Executive Committee consisting of
the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive
Officer, and the Secretary of the Company. Such committee, during the intervals
between meetings of the Board of Directors, shall exercise all the powers and
authority of the Board of Directors in the management of the affairs of the
Company, except the power and authority to do the following: (a) to fill
vacancies in the Board of Directors and the Executive Committee; (b) to propose
to the shareholders amendment of the Articles of Incorporation; (c) to make,
alter, amend or repeal these Bylaws; (d) to adopt or propose to the shareholders
for adoption any plan of merger, consolidation, liquidation, or dissolution; (e)
to approve the sale of substantially all of the assets of the Company; (f) to
approve the sale and issuance of long-term debt; (g) to declare dividends; (h)
to authorize the

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issuance of stock; or (i) to authorize redemption of stock or distributions to
shareholders.

        The Executive Committee shall keep minutes of its proceedings and shall
report on its activities at each regular meeting of the Board of Directors.

        Meetings of the Executive Committee may be called from time to time by
the persons specified in Section 3.4 above, or, in their absence or inability to
act, by a Vice President.

                                   ARTICLE IV
                                    OFFICERS

        Section 4.1     Number and Titles. The officers of the Company shall be
a Chairman of the Board, a Vice Chairman of the Board, a President, one or more
Vice Presidents, a Secretary, a Treasurer and such other officers as may be
appointed by the Board of Directors. The same person may hold two (2) or more
offices, except both the offices of President and Treasurer.

        Section 4.2     Election and Term. The officers of the Company, except
such officers as may be appointed in accordance with the provisions of Section
4.4 below shall be elected annually by the Board of Directors and shall hold
office until they shall resign, shall be removed or otherwise disqualified to
serve, or their successors shall be elected and have qualified.

        Section 4.3     Chief Executive Officer. At the annual organization
meeting of the new Board of Directors, the Board shall designate an officer to
be the Chief Executive Officer of the Company. The Chief Executive Officer shall
be an ex-officio member of all committees of the Board of Directors, except the
Audit Committee (if one be appointed). The Chief Executive Officer shall have
the authority to sign the share certificates of the Company.

        Section 4.4     Subordinate Officers. The Board of Directors may appoint
such other officers or agents as it may deem necessary. A subordinate officer
shall hold office for such period, have such authority and perform such duties
as may be assigned to him by the Board of Directors. The Board of Directors may
delegate to any officer or committee the power to appoint subordinate officers
and to specify their duties and authority and to determine their compensation.

        Section 4.5     Chairman of the Board. The Chairman of the Board shall
be a member of the Board of Directors. The Chairman of the Board shall, if
present, preside at all meetings of the Board of Directors and shall be an ex-
officio member of all committees of the Board of Directors except the Audit
Committee (if one be appointed). The Chairman of the Board shall supervise the
administration of the policies adopted or approved by the Board of Directors and
he shall also have and may exercise such further powers and duties as from time
to time may be conferred upon or assigned to him by the Board of Directors. The
Chairman of the Board shall have authority to sign the share certificates of the
Company.

        Section 4.6     Vice Chairman of the Board. The Vice

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Chairman of the Board shall be a member of the Board of Directors and shall have
and may exercise such powers and duties as may be assigned to him by the Board
of Directors.

        Section 4.7     President. The President of the Company shall be a
member of the Board of Directors. Subject to such supervisory powers as may be
given by the Board of Directors to the Chairman of the Board, the President
shall have and may exercise any and all powers and duties of supervision,
direction and control of the business and affairs of the Company vested by law,
regulation and practice in the office of President of a corporation and, in
addition, he shall also have and may exercise such further powers and duties as
from time to time may be conferred upon or assigned to him by the Board of
Directors. The President shall have the authority to sign the share certificates
of the Company.

        Section 4.8     Vice-President. Each Vice President of the Company shall
have such powers and duties as may be assigned to him by the Board of Directors.
One Vice President shall be designated by the Board of Directors to be the
Executive Vice President of the Company.

        Section 4.9     Secretary. The Secretary of the Company shall be
responsible for the minute book of the Company. The Secretary shall attest such
documents as may be required and, in addition, shall have and may exercise such
further powers and duties as from time to time may be conferred upon or assigned
to him by the Board of Directors. The Secretary shall have authority to sign the
share certificates of the Company.

        Section 4.10    Treasurer. The Treasurer of the Company shall be
responsible for all of the Company's funds and securities, shall be responsible
for keeping complete and accurate records relating thereto, and shall prepare
such reports of the financial condition of the Company as may from time to time
be requested by the Board of Directors. In addition, the Treasurer shall have
and may exercise such further powers and duties as from time to time may be
conferred upon or assigned to him by the Board of Directors.

                                    ARTICLE V
                                 INDEMNIFICATION

        Section 5.1     General Rule. The corporation shall, subject to
limitations set forth herein, indemnify any person (and his heirs, executors and
administrators) who was or is a party, witness or other participant or is
threatened to be made a party, witness or participant to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (including, without limitation, actions by or in the right of
the corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against all expenses
(including attorneys' fees, court costs, transcript costs, fees of experts and
witnesses, travel expenses and all other similar expenses), judgments, fines,
penalties and amounts paid in settlement actually and reasonably incurred by him

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in connection with such action, suit or proceeding. The corporation's obligation
to indemnify shall be subject to the following limitations:

                (a)     Directors and executive officers shall be indemnified to
the fullest extent permitted under the laws of the Commonwealth of Pennsylvania
as they now exist or as they may from time to time be amended.

                (b)     Non-executive officers, employees, and agents of the
corporation shall be indemnified to the fullest extent permitted under the laws
of the Commonwealth of Pennsylvania as they now exist or as they may from time
to time be amended, except that no such person shall be indemnified for
liability involving self-dealing, criminal acts, violations of applicable taxing
laws, or actions undertaken by such person in bad faith.

        Section 5.2     Advance Payment of Expenses. The corporation shall
advance all reasonable expenses (including attorney's fees, court costs,
transcript costs, fees of experts and witnesses, travel expenses and all other
similar expenses) reasonably incurred in connection with the defense of or other
response to any action, suit or proceeding referred to in Section 1 above upon
receipt of an undertaking by or on behalf of the person seeking the advance to
repay all amounts advanced if it shall ultimately be determined upon final
disposition of such action, suit or proceeding that he is not entitled to be
indemnified by the corporation, provided, however, that in the event that such
action, suit or proceeding involves an allegation of conduct which, if proven,
would result in the denial of indemnification under the terms of this Article,
advance payment shall not be made except upon the vote of a majority of the
members of the Board of Directors of the corporation.

        Section 5.3     No Duplication of Payments. The corporation shall not be
liable under this Article V to make any payment of amounts otherwise
indemnifiable hereunder if and to the extent that the person seeking
indemnification has otherwise actually received payment therefore under any
insurance policy, contract agreement or otherwise. In the event that the
corporation makes an advance payment of expenses to a person, such person shall
repay to the corporation the amount so advanced, if and to the extent that he
subsequently receives payment therefore under any insurance policy, contract,
agreement or otherwise.

        Section 5.4     Insurance. The corporation may purchase and maintain at
its own expense one or more policies of insurance to protect itself and to
protect any director, officer, employee or agent of the corporation or of
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss incurred by such person in such capacity,
whether or not the corporation would have the authority to indemnify such person
against any such expense, liability or loss under this Article V or under the
laws of the Commonwealth of Pennsylvania.

        Section 5.5     Indemnification Agreements. The corporation shall have
the authority by vote of a majority of the Board of Directors to enter into an
Indemnification

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Agreement with any person who may be indemnified by corporation pursuant to the
provisions of this Article V or otherwise. Any such Indemnification Agreement
may contain such terms and conditions as a majority of the Board of Directors
shall in the exercise of their discretion determine to be necessary or
appropriate. Such terms and conditions may include provisions for greater or
lesser indemnification than provided for in this Article V, provisions
establishing procedures for the processing or approval of indemnification
claims, and other provisions. The fact that the corporation has not entered into
an Indemnification Agreement with any person shall not in any way limit the
indemnification rights of such person under this Article V or otherwise.

        Section 5.6     Non-exclusive. The rights to indemnification and to the
payment of expenses incurred in defending against or otherwise responding to any
action, suit or proceeding in advance of its final disposition as set forth in
this Article V shall not be exclusive of any other rights which any person may
now have or hereafter acquire under any agreement, vote of shareholders, vote of
disinterested directors, or under any applicable law or under the Articles of
Incorporation of the corporation, or otherwise.

        Section 5.7     Survival of Rights. The indemnification rights provided
to a person under the provisions of this Article V shall continue after such
person ceases to be a director, officer, employee or agent of the corporation or
of another entity, as to any action taken, any failure to take action, or any
events which occurred while such person was a director, officer, employee or
agent of the corporation or of another entity.

        Section 5.8     Modification or Repeal. The provisions of this Article V
may be modified or repealed in accordance with the procedures for amending these
Bylaws; provided however, that any such modification or repeal shall not have
any effect upon the indemnification rights of any person as they relate to any
action taken, any failure to take action, or events which occurred prior to the
effective date of such modification or repeal.

        Section 5.9     Effective Date. The provisions of this Article V shall
become effective immediately following its ratification by the shareholders of
the corporation at a meeting of shareholders duly convened after notice to the
shareholders of such purpose.

[Amended and restated by the Board of Directors February 24, 1987; ratified by
the shareholders April 28, 1987; effective April 28, 1987]

                                   ARTICLE VI
                                   EMERGENCIES

        Section 6.1     Emergency Executive Committee. In the event of any
emergency declared by governmental authority, the result of a regional or
national disaster and of such severity as to prevent the normal conduct and
management of the affairs of the Company by its directors and officers as
contemplated by these Bylaws, and three (3) available directors shall constitute
the Executive Committee and may exercise the full authority of that committee
until such

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time as a duly elected Board of Directors can again assume full responsibility
for and control of the Company.

                                   ARTICLE VII
                                    AMENDMENT

        Section 7.1     Procedure. The authority to make, amend, alter, change
or repeal the Bylaws of the Company is hereby expressly and solely granted to
and vested in the Board of Directors, subject always to the power of the
shareholders to make, amend, alter, change or repeal the Bylaws by the
affirmative vote of the holders of not less than 85 percent of the then
outstanding shares of stock of the Company entitled to vote generally in the
election of directors, voting together as a single class, at a meeting of
shareholders duly convened after notice to the shareholders of such purpose. The
authority hereby granted to and vested in the Board of Directors may be
exercised upon the vote of a majority of entire Board of Directors at any
meeting of the Board, provided that 10 days' notice of the proposed amendment
has been given to each director.