EXHIBIT 3(ii)  AMENDED AND RESTATED BYLAWS of DNB FINANCIAL CORPORATION  (Amended and restated as of December    , 2008)  Article 1  CORPORATION OFFICE  Section 1. 1 The Corporation shall have and
continuously maintain in Pennsylvania a registered office which may, but need
not, be the same as its place of business and at an address to be designated
from time to time by the Board of Directors.  Section 1. 2 The Corporation may also have offices
at suchother places as the Board
of Directors may from time to time designate or the business of the Corporation
may require.  Article 2  SHAREHOLDERS MEETINGS  Section 2.1 All meetings of the shareholders shall
be held at such time and place as may be fixed from time to time by the Board
of Directors.  Section 2.2 The annual meeting of the shareholders
shall be held no later than the thirty-first day of May in each year, when the
shareholders shall elect members to the Board of Directorsand transact such other business as may
properly be brought before the meeting.  Section 2.3 Special meetings of the shareholders may
be called at any time by the Chairperson of the Board, the President, or the
chief executive officer, or a majority of the Board of Directors, or a majority
of its Executive Committee.  At any time,
upon written request of any person who has called a special meeting, it shall
be the duty of the Secretary to fix the time of the meeting which, if the
meeting is called pursuant to a statutory right, shall be held not more than
sixty (60) days after the receipt of the request.  If the Secretary neglects or refuses to fix
the time of the meeting, the person or persons calling the meeting may do so.  Section 2.4 Written notice of all shareholder
meetings (other than adjourned meetings of shareholders), shall state the
place, date, hour, the purpose thereof and shall be served upon, or mailed,
postage prepaid, or telegraphed, charges prepaid, at least ten days before such
meeting, unless a greater period of notice is required by statute or by these
Bylaws, to each shareholder entitled to vote thereat at such address as appears
on the transfer books for shares of the Corporation.  Section 2.5 When a meeting of shareholders is
adjourned, itshall not be
necessary to give any notice of the adjourned meeting or of thebusiness to be transacted at an adjourned
meeting, other than by announcement at the meeting at which the adjournment is
taken, unless the Board of Directors fixes a new record date for the adjourned
meeting.  Article 3  QUORUM OF SHAREHOLDERS  Section 3.1 The presence, in person or by proxy, of
shareholders entitled to cast at least a majority of the votes which all
shareholders are entitled to cast on the particular matter shall constitute a
quorum for purposes of considering such matter, and unless otherwise provided
by statute the acts of such shareholders at a duly organized meeting shall be
the acts of the shareholders. If, however, any meeting of shareholders cannot
be organized because of lack of a quorum, those present, in person or by proxy,
shall have the


power, except as otherwise
provided by statute, to adjourn the meeting to such time and place as they may
determine, without notice other than an announcement at the meeting, until the
requisite number of shareholders for a quorum shall be present, in person or by
proxy, except that in the case of any meeting called for the election of
directors such meeting may be adjourned only for periods not exceeding fifteen
(15) days as the holders of a majority of the shares present, in person or by proxy,
shall direct, and those who attend the second of such adjourned meetings,
although less than a quorum, shall nevertheless constitute a quorum for the
purpose of electing directors. At any adjourned meeting at which a quorum shall
be present or so represented, any business may be transacted which might have
been transacted at the original meeting if a quorum had been present. The
shareholders present, in person or by proxy, at a duly organized meeting can
continue to do business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.  Article 4  VOTING RIGHTS  Section 4.1 Except as may be otherwise provided by
statute or by the Articles of Incorporation, at every shareholders meeting,
every shareholder entitled to vote thereat shall have the right to one vote for
every share having voting power standing in his or her name on the transfer
books for shares of the Corporation on the record date fixed for the meeting.
No share shall be voted at any meeting if an installment is due and unpaid
thereon.  Section 4.2 Except to the extent applicable law or
the Articles of Incorporation provide otherwise, when a quorum is present at
any meeting, a majority of the votes cast shall decide any question, other than
the election of directors, brought before such meeting.  Section 4.3 Upon demand made by a shareholder
entitled to vote at any election for directors before the voting begins, the
election shall be by ballot.  Article 5  PROXIES  Section 5.1 Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent to corporate action in
writing without a meeting may authorize another person or persons to act for
him or her by proxy. Every proxy shall be executed in writing by the
shareholder or his or her duly authorized attorney in fact and filed with the
Secretary of the Corporation. A proxy, unless coupled with an interest, shall
be revocable at will, notwithstanding any other agreement or any provision in
the proxy to the contrary, but the revocation of a proxy shall not be effective
until notice thereof has been given to the Secretary of the Corporation. No
unrevoked proxy shall be valid after eleven (11) months from the date of its
execution, unless a longer time is expressly provided therein, but in no event
shall a proxy, unless coupled with an interest, be voted after three years from
the date of its execution. A proxy shall not be revoked by the death or
incapacity of the maker, unless before the vote is counted or the authority is
exercised, written notice of such death or incapacity is given to the Secretary
of the Corporation.  Article 6  RECORD DATE  Section 6.1 The Board of Directors may fix a time,
not more ninety(90) days prior to
the date of any meeting ofshareholders,
or the date fixed for the payment of any dividend or distribution, or the date
for the allotment of rights, or the date when any change or conversion or
exchange of shares will be made or go into effect, as a record date for the
determination of the shareholders entitled to notice of, and to vote at, any
such meeting, or entitled to receive payment of any such dividend or
distribution, or to receive any such allotment of rights, or to exercise the
rights in respect to any such change, conversion or exchange of  2


shares. In such case, only
such shareholders as shall be shareholders of record on the date so fixed shall
be entitled to notice of, or to vote at, such meeting or to receive payment of
such dividend or distribution or to receive such allotment of rights or to
exercise such rights, as the case may be, notwithstanding any transfer of any
shares on the transfer books for shares of the Corporation after any record
date fixed as aforesaid. The Board of Directors may close the transfer books
for shares of the Corporation against transfers of shares during the whole or
any part of such period, and in such case written or printed notice thereof
shall be mailed at least ten(10) days
before closing thereof to each shareholder of record at the address appearing
on the records of the Corporation or supplied by him or her to the Corporation
for the purpose of notice. While the transfer books for shares of the
Corporation are closed, no transfer of shares shall be made thereon. If no
record date is fixed by the Board of Directors for the determination of
shareholders entitled to receive notice of, and vote at, a shareholders
meeting, transferees of shares which are transferred on the books of the
Corporation within ten(10) days
next preceding the date of such meeting shall not be entitled to notice of or
to vote at such meeting.  Article 7  VOTING LISTS  Section 7.1 The officer or agent having charge of
the transfer books for shares of the Corporation shall make a complete list of
the shareholders entitled to vote at any meeting of shareholders, arranged in
alphabetical order, with the address of and the number of shares held by each.
The list shall be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting for the purposes thereof except that, if the Corporation has
5,000 or more shareholders, in lieu of the making of the list the Corporation
may make the information therein available at the meeting by any other means.  Section 7.2 Failure to comply with the requirements
of Section 7.1 shall not affect the validity of any action taken at a meeting
prior to a demand at the meeting by any shareholder entitled to vote thereat to
examine the list. The original share register or transfer book, or a duplicate
thereof kept in the Commonwealth of Pennsylvania shallbe prima facie evidence as to who are the
shareholders entitled to examine the list or share register or transfer book or
to vote an any meeting of shareholders.  Article 8  JUDGES OF ELECTION  Section 8.1 In advance of any meeting of
shareholders, the Board of Directors may appoint judges of election, who need
not be shareholders, to act at the meeting or any adjournment thereof. If
judges of election are not so appointed, the presiding officer of the meeting
may, and on the request of any shareholder shall, appoint judges of election at
the meeting. The number of judges shall be one or three. A person who is a
candidate for office to be filled at the meeting shall not act as a judge.  Section 8.2 In case any person appointed as a judge
fails to appear or fails or refuses to act, the vacancy may be filled by
appointment madeby the Board of
Directors in advance of the convening of the meeting or at the meeting by the
presiding officer thereof.  Section 8.3 The judges of election shall determine
the number of shares outstanding andthe
voting power of each, the shares represented at the meeting, the existence of a
quorum,the authenticity, validity
and effect of proxies, receive votes or ballots, hear and determine all
challenges and questions in any way arising in connection with the right to
vote, count and tabulate all votes, determine the result and do such acts as
may be proper to conduct the election or vote with fairness to all
shareholders. The judges of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there are three judges of election, the decision, act or certificate of a
majority shall be effective in all respects as the decision, act or certificate
of all.  3


Section 8.4 On request of the presiding officer of
the meeting, or of any shareholder, the judges of election shall make a report
in writing of any challenge or question or matter determined by them, and
execute a certificate of any fact found by them. Any report or certificate made
by them shall be prima facie evidence of the facts stated therein.  Article 9  CONSENT OF SHAREHOLDERS IN LIEU OF MEETING  Section 9.1 Any action required or permitted to be
taken at a meeting of the shareholders, or of a class of shareholders, may be
taken without a meeting, prior or subsequent to the action, if a consent or
consents in writing setting forth the action so taken shall be signed by all of
the shareholders who would be entitled to vote at a meeting for such purpose
and shall be filed with the Secretary of the Corporation.  Section 9.2 The consent or consents in writing
required by this Article 9 may be given by proxy in accordance with Section 5.1
hereof.  Article 10  DIRECTORS  Section 10.1 Any shareholder who intends to nominate
or to cause to have nominated any candidate for election to the Board of
Directors (other than any candidate proposed by the Corporations then existing
Board of Directors) shall so notify the Secretary of the Corporation in writing
not less than ninety (90) days prior to the date of any meeting of shareholders
called for the election of directors. Such notification shall contain the
following information to the extent known by the notifying shareholder.  (a)the name and address of each proposed
nominee;  (b)the age of each proposed nominee;  (c)the principal occupation of each proposed
nominee;  (d)the number of sharesof the Corporation owned by each proposed
nominee;  (e)the total number of shares that to the
knowledge of the notifying shareholder will be voted for each proposed nominee;  (f) the
name and residence address of the notifying shareholder; and  (g)the number of shares of the Corporation owned
by the notifying shareholder.  Any nomination for director not made in accordance
with this Section shall be disregarded by the presiding officer of the meeting,
and votes cast for each such nominee shall be disregarded by the judges of
election. In the event that the same person is nominated by more than one
shareholder, if at least one nomination for such person complies with this
Section, the nomination shall be honored and all votes cast for such nominee
shall be counted.  Section 10.2 The number of directors that shall
constitute the whole Board of Directors shall be not less than three. The Board
of Directors shall be classified into three classes, eachclass to be elected for a term of three
years. The terms of the respective classes shall expire in successive years as
provided in Section 10.3 hereof. Within the foregoing limits, the Board of
Directors may from time to time fix the number of directorsand their respective classifications. The
Directors shall be natural persons of full age and need not be residents of
Pennsylvania. Each Director shall own, from time to time, the minimum
qualifying interest in the Corporation required under applicable law and
regulations.  No person who will be
sixty-nine (69) years of age or older at the time of his or her election shall
be elected a director, except to  4


the extent the Nominating
and Corporate Governance Committee (or a committee performing the functions of
a board governance or nominating committee at the time) unanimously recommends
to the Board, and the Board unanimously approves, a resolution making an
exception to this requirement in each particular case.  Section 10.3 At the 1990 annual meeting of
shareholders of the Corporation, the shareholders shall elect three Class A
directors to serve until the 1993 annual meeting of shareholders. At each
annual meeting of shareholders thereafter successors to the class of directors
whose term shall then expire shall be elected to hold office for a term of
three years so that the term of office of one class of directors shall expire
in each year.  Section 10.4 The Board of Directors may declare
vacant the office of a director who has been judicially declared of unsound
mind or who has been convicted of an offense punishable by imprisonment for a
term of more than one year or for any other proper cause which these Bylaws may
specify or if, within sixty (60) days or such other time as these Bylaws may
specify after notice of his or her selection, he or she does not accept the
office either in writing or by attending a meeting of the Board of Directors
and fulfill such other requirements of qualification as these Bylaws may
specify.  Section 10.5 Upon application of any shareholder or
director, the court may remove from office any director in case of fraudulent
or dishonest acts, or gross abuse of authority or discretion with reference to
the Corporation, or for any other proper cause, and may bar from office any
director so removed for a period prescribed by the court. The Corporation shall
be made party to the action and, as a prerequisite to the maintenance of an
action under this Section 10.5, a shareholder shall comply with Section 1782 of
the Business Corporation Law of 1988, and any amendments or supplements
thereto.  Section 10.6 An act of the Board of Directors done
during the period when a director has been suspended or removed for cause shall
not be impugned or invalidated if the suspension or removal is thereafter
rescinded by the shareholders or by the Board of Directors or by the final
judgment of a court.  Section 10.7 The Board of Directors may appoint a
person who previously held the position of director to be a director emeritus.
A director emeritus may attend meetings of the Boardof Directors. A director emeritus may advise the Board of
Directors on any proposed corporate action but shall not have voting rights.
The compensation of a director emeritus shall be determined from time to time
by resolution of the Board of Directors.  Article 11  VACANCIES ON BOARD OF DIRECTORS  Article 11.1 Vacancies on the Board of Directors,
including vacancies resulting from an increase in the number 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 appointed shall be a
director until the expiration of the term of office of the class of directors
to which he or she was appointed.  Article 12  POWERS OF BOARD OF DIRECTORS  Section 12. 1 The business and affairs of the
Corporation shall be managed by its Board of Directors, which may exerciseall such powers of the Corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised and done
by the shareholders.  Section 12.2 A director of that Corporation who is
present at a meeting of the Board of Directors, or of a Committee of the Board
of Directors, at which action on any corporate matteris taken shall be presumed to have assented to the action
taken unless his or her dissent is entered in the minutes of the  5


meeting or unless he or she
files his or her written dissent to the action with the Secretary of the
Corporation before the adjournment thereof or transmits the dissent in writing
to the Secretary of the Corporation immediately after the adjournment of the
meeting. The right to dissent shall not apply to a director who voted in favor
of the action. Nothing in this Section 12.2 shall bar a director from asserting
that minutes of any meeting incorrectly omitted his or her dissent if, promptly
upon receipt of a copy of such minutes, he or she notifies the Secretary of the
Corporation, in writing, of the asserted omission or inaccuracy.  Article 13  MEETINGS OF THE BOARD OF DIRECTORS  Section 13.1 An organization meeting may be held
immediately following the annual shareholders meeting without the necessity of
notice to the directors to constitute a legally convened meeting, or the
directors may meet at such time and place as may be fixed by either a notice or
waiver of notice or consent signed by all of such directors.  Section 13.2 Regular meetings of the Board of
Directors shall be held not less often than semi-annually at a time and place
determined by the Board of Directors at the preceding meeting. One or more
directors may participate in any meeting of the Board of Directors, or of any
committee thereof, by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
one another.  Section 13.3 Special meetings of the Board of
Directors may be called by the Chairperson of the Board, the President or the
chief executive officer on one days notice to each director, either personally
or in the manner set forth under Article 34 hereof; special meetings shall be
called by the Chairperson of the Board in like manner and on like notice upon
the written request of three directors.  Section 13.4 At all meetings of the Board of
Directors, a majority of the directors shall constitute a quorum for the
transaction of business, and the acts of a majority of the directors present at
a meeting in person or by conference telephone or similar communications
equipment at which a quorum is present in person or by such communications
equipment shall be the acts of the Board of Directors, except as may be
otherwise specifically provided by statute or by the Articles of Incorporation
or by these Bylaws. If a quorum shall not be present in person or by
communications equipment at any meeting of the directors, the directors present
may adjourn the meeting from time to time, without notice other than
announcement atthe meeting,
until a quorum shall be present or as permitted herein.  Article 14  INFORMAL ACTION BY THE BOARD OF DIRECTORS  Section 14.1 Any action required or permitted to be
taken at a meeting of the directors may be taken without a meeting if, prior or
subsequent to the action, a consent or consents thereto by all of the directors
in office is filed with the Secretary of the Corporation.  Article 15  COMPENSATION OF DIRECTORS  Section 15.1 Directors, as such, may receive a stated
salary for their services or a fixed sum and expenses for attendance at regular
and special meetings, or any combination of the foregoing as may be determined
from time to time by resolution of the Board of Directors, and nothing
contained herein shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.  6


Article 16  OFFICERS  Section 16.1
The officers of the Corporation shall be elected by the Board of Directors at
its organization meeting and shall be a President, a Secretary and a chief
financial officer.  At its option, the Board of Directors may elect a
Chairperson of the Board.  The Board of Directors may also elect a chief
executive officer, a chief operating officer, one or more VicePresidents and such other officers and
appoint such assistant officers, acting officers and other agents as it shall deem
necessary, who shall hold their offices for such terms, have such authority and
perform such duties as may from time to time be prescribed by the Board of
Directors. Any number of offices may be held by the same person.  Section 16.2
The compensation of all officers of the Corporation shall be fixed by the Board
of Directors.  Section 16.3
Each officer shall hold office for a term of one year and until his or her
successor has been selected and qualified or until his or her earlier death,
resignationorremoval. Any officer may resign at any
time upon written notice to the Corporation. The resignation shall be effective
upon receipt thereof by the Corporation or at such subsequent time as may be
specified in the notice of resignation. The Corporationmay secure the fidelity of any or all of
the officers by bond or otherwise.  Section 16.4
Any officer or agent of the Corporation may be removed by the Board of
Directors with or without cause. The removal shall be without prejudice to the
contract rights,if any, of any
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.  Section 16.5
An officer shall perform his or her duties as an officer in good faith, in a
manner he or she reasonably believes to be in the best interests of the
Corporation and with such care, including reasonable inquiry, skill and
diligence, as a person of ordinary prudence would use under similar
circumstances. A person who so performs his or her duties shall not be liable
by reason of having been an officer of the Corporation.  Article 17  THE CHAIRPERSON OF THE BOARD  Section 17.1
The Chairperson of the Board shall preside at all meetings of the shareholders
and directors. He or she shall supervise the carrying out of the policies
adopted or approved by the Board of Directors. He or she shall also have and
may exercise such further powers and duties as from time to time may be
conferred upon or assigned to him or her by the Board of Directors.  Article 18  PRESIDENT AND CHIEF EXECUTIVE OFFICER  Section 18.1
The President shall be the chief executive officer of the Corporation unless
the Board of Directors shall have appointed a separate chief executive
officer.  The President and any chief executive officer shall, each have
general and active management of the business of the Corporation and shall see
that all orders and resolutions of the Board of Directors are put into effect,
subject, however, to the right of the Board of Directors to distribute the
foregoing powers between the President and any chief executive officer and to
delegate any specific powers, except such as may be by statute exclusively
conferred on the President, or to any other officer or officers of the
Corporation. The President and the chief executive officer shall each have
authority to execute bonds, notes, mortgages, evidences of indebtedness,
contracts or other document, or any assignment or endorsement thereof, and
other contracts requiring a seal under the seal of the Corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the Corporation. In
the absence or incapacity of the Chairperson of the  7


Board, the chief executive officer or, in his or her
absence, the President shall preside at meetings of the shareholders and the
directors. If there is no Chairperson of the Board, the chief executive officer
or, in his or her absence, the President shall have and exercise all powers
conferred by these Bylaws or otherwise on the Chairperson of the Board.  Article 19  THE VICE PRESIDENTS  Section 19.1
The Vice President or, if more than one, theVice
Presidents in the order establishedby
the Boardof Directors shall, in
the absence or incapacity of the President, exercise all powers and perform the
duties of the President. The Vice Presidents, respectively, shall also have
such other authority and perform such other duties as may be provided in these
Bylaws or as shall be determined by the Board of Directors or the President.
Any Vice President may, in the discretion of the Board of Directors, be
designated as executive, senior, or by departmental or functional
classification.  Article 20  THE SECRETARY  Section 20.1
The Secretary shall attend all meetings of the Board of Directors and of the
shareholders and keep accurate records thereof in one or more minute books kept
for that purpose and shall perform the duties customarily performed by the
secretary of a corporation and such other duties as may be assigned to him or
her by the Board of Directors, the chief executive officer or the
President.  The Chairperson of the Board (for meetings of the shareholders
and meetings of the Board of Directors) and the chair of each committee (for
committee meetings) shall have authority to appoint an acting secretary for
each such meeting, who shall carry out the responsibilities of the Secretary
with respect to such meeting.  Article 21  THE CHIEF FINANCIAL OFFICER  Section 21.1
The chief financial officer shall have the custody of the corporate funds and
securities; shall keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation and shall perform such other duties as
may be assigned to him or her by the Board of Directors or the chief executive
officer. He or she shall give bond in such sum and with such surety as the
Board of Directors may from time to time direct.  Article 22  ASSISTANT OFFICERS  Section 22.
1 Each assistant officer shall assist in the performance of the duties of the
officer to whom he or she is assistant and shall perform such duties in the
absence of the officer. He or she shall perform such additional duties as the
Board of Directors, the chief executive officer, the President or the officer
to whom he or she is assistant may from time to time assign him or her. Such
officers may be given such functional titles as the Board of Directors shall from
time to time determine.  Article 23  INDEMNIFICATION OF OFFICERS AND EMPLOYEES  Section 23.1
The Corporation shall indemnify any officerand/or
employee, or any former officer and/or employee, who was or is a party to, or
is threatened to be made a party to, or who is called to be a witness in
connectionwith, any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by  8


reason of the fact that such person is or was an
officer and/or employee of the Corporation, or is or was serving at the request
of the Corporation as a director, officer, employee or agent of a corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with such action,
suit or proceeding if he or she acted in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith and in a manner which he or
she reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his or her conduct was unlawful.  Section 23.2
The Corporation shall indemnify any officer and/or employee, who was or is a
party to, or is threatened to be made a party to, or who is called as a witness
in connection with, any threatened, pending or completed action or suit by or
in the right of the Corporation to procure a judgment in its favor by reason of
the fact that such person is or was a director, officer, and/or employee or
agent of a corporation, partnership, joint venture, trust or other enterprise
against amounts paid in settlement and expenses (including attorneys fees)
actually and reasonably incurred by him or her in connection with the defense
or settlement of, or serving as a witness in, such action or suit if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the Corporation and except that no
indemnification shall be made in respect of any such claim, issue or matter as
to which such person shall have been adjudged to be liable for misconduct in
the performance of his or her duty to the Corporation.  Section 23.3
Except as may be otherwise ordered by a court, there shall be a presumption
that any officer and/or employee is entitled to indemnification as provided in
Sections 23.1 and 23.2 of this Article unless either a majority of the
directors who are not involved in such proceedings (disinterested directors)
or, if there are less than threedisinterested
directors, then the holders of one-third of the outstanding sharesof the Corporation determine that the
person is not entitled to such presumption by certifying such determination in
writing to the Secretary of the Corporation. In such event the disinterested
director(s) or, in the event of certification by shareholders, the
Secretary of the Corporation shall request of independent counsel, who may be
the outside general counsel of the Corporation, a written opinion asto whether or not the parties involved
are entitled to indemnification under Sections 23.1 and 23.2 of this Article.  Section 23.4
Expenses incurred by an officer and/or employee in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized in
the manner provided under Section 23.3 of this Article upon receipt
of an undertaking by or on behalf of the officer and/or employee to repay such
amount if it shall ultimately be determined that he or she is not entitled to
be indemnified by the Corporation.  Section 23.5
The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which a person seeking indemnification may be entitled
under any agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity while serving as
an officer and/or employee and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be an officer
and/or employee and shall inure to the benefit of the heirs, executors and
administrators of such a person.  Section 23.6
The Corporation may create a fund of any nature, which may, but need not be,
under the control of a trustee, or otherwise secure or insure in any manner its
indemnification obligations arising under this Article.  Section 23.7
The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was an officer and/or employee of the
Corporation, or is or was serving at the request of the Corporation as an
officer and/or employee of a corporation, partnership, joint venture, trust  9


or other enterprise against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the Corporation would have the
power to indemnify him or her against such liability under the provisions of
this Article.  Section 23.8
Indemnification under this Article shall not be made in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.  Article 24  INDEMNIFICATION OF DIRECTORS  Section 24.1
A director of this Corporationshall
stand in a fiduciary relation to the Corporation and shall perform his or her
duties as a director, including his or herduties
as a member of any committee of the board uponwhich he or she may serve,ingood faith, ina manner he or she reasonably believes to be in the best
interests of the Corporation, and with such care, including reasonable inquiry,
skill and diligence, as a person of ordinary prudence would use under similar
circumstances. In performing his or her duties, a director shall be entitled to
rely in good faith on information, opinions, reports or statements, including
financial statements and other financial data, in each case prepared or
presented by any of the following:  (a) One or
more officers or employees of the Corporation whom the director reasonably
believes to be reliable and competent in the matters presented.  (b) Counsel,
public accountants or other persons as to matters which the director reasonably
believes to be within the professional or expert competence of such person.  (c) A
committee of the board upon which he or she does not serve, duly designated in
accordance with law, as to matters within its designated authority, which
committee the director reasonably believes to merit confidence.  A
director shall not be considered to be acting in good faith if he or she has knowledge
concerning the matter in question that would cause his or her reliance to be
unwarranted.  Section 24.2
In discharging the duties of their respective positions, the Board of
Directors, committees of the board,and
individual directors may, in considering the best interests of the Corporation,
consider the effects of any action upon employees, upon suppliers and customers
of the Corporation and upon communities in which offices or other
establishments of the Corporation are located, and all other pertinent factors.
The consideration of those factors shall not constitute a violation of Section 24.1.  Section 24.3
Absent a breach of fiduciary duty, lack of good faith or self-dealing, actions
taken as a director or any failure to take any action shall be presumed to be
in the best interests of the Corporation.  Section 24.4
A director of this Corporation shall not be personally liable for monetary
damages as such for any action taken or for any failure to take any action,
unless:  (a)the director has breached or failed to
perform the duties of his or her office under the provisions of Sections 24. 1
and 24.2, and  (b)the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness.  Section 24.5         
The provisions of Section 24.4 shall not apply to:  (a)the responsibility or liability of a
director pursuant to a criminal statute, or  10


(b)the liability of a director for the
payment of taxes pursuant to local, state or federal law.  Section 24.6
The Corporation shall indemnify any director, or any former director who was or
is a party to, or is threatened to be made a party to, or who is called to be a
witness in connection with, any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason of the fact
that such person is or was a director of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee or agent of
a corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not of itself create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be in, or not
opposed to, the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his or
her conduct was unlawful.  Section 24.7
The Corporation shall indemnify any director who was or is a party to, or is
threatened to be made a party to, or who is called as a witness in connection
with, any threatened, pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that
such person is or was a director, officer and/or employee or agent of a
corporation, partnership, joint venture, trust or other enterprise against
amounts paid in settlement and expenses (including attorneys fees) actually
and reasonably incurred by him or her in connection with the defense or
settlement of, or serving as a witness in, such action or suit if he or she
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the Corporation and except that no
indemnification shall be made in respect of any such claim, issue or matter as
to which such personshall have
been adjudged to be liable for misconduct in the performance of his or her duty
to the Corporation.  Section 24.8
Except as may be otherwise ordered by a court, there shall be a presumption
that any director is entitled to indemnification as provided in Sections 24.6
and 24.7 of this Article unless either a majority of the directors who are
notinvolved in such proceedings (disinterested
directors) or, if there are less than three disinterested directors, then the
holders of one-third of the outstanding shares of the Corporation determine
that the person is not entitled to such presumption by certifying such
determination in writing to theSecretary
of the Corporation. In such event the disinterested director(s) or, in the
event of certification by shareholders, the Secretary of the Corporation shall
request of independent counsel, who may be the outside general counsel of the
Corporation, a written opinion as to whether or not the parties involved are
entitled to indemnification under Sections 24.6 and 24.7 of this Article.  Section 24.9
Expenses incurred by a director in defending a civil or criminal action, suit
or proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized in the manner
provided under Section 24.8 of this Article upon receipt of an
undertaking by or on behalf of the director, officer and/or employee to repay
such amount if it shall ultimately be determined that he or she is not entitled
to be indemnified by the Corporation as authorized in this Article.  Section 24.10
The indemnification provided by this Article shall not be deemed exclusive
of any other rights to which a person seeking indemnification may be entitled
under any agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity while serving as a
director and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director and shall inure
to the benefit of the heirs, executors and administrators of such a person.  11


Section 24.11
The Corporation may create a fund of any nature, which may, but need not be,
under the control of a trustee, or otherwise secure or insure in any manner its
indemnification obligations arising under this Article.  Section 24.12
The Corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director or is or was serving at the
request of the Corporation as a director, officer, employee or agent of a
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity, or arising out of his or her status as such, whether or not the
Corporation would have the power to indemnify him or her against such liability
under the provisions of this Article.  Section 24.13
Indemnification under this Article shall not be made in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by a court to haveconstituted
willful misconduct or recklessness.  Article 25  COMMITTEES OF THE BOARD OF DIRECTORS  Section 25.1
The Board of Directors may, by resolution adopted by a majority of the
directors in office, establish one or more committees to consist of one or more
directors of the Corporation. Any committee, to the extent provided in the
resolution of the Board of Directors or in these Bylaws, shall have and may
exercise all of the powers and authority of the Board of Directors, except that
a committee shall not have any power or authority as to the following:  (a)The submission to shareholders of any
action requiring approval of shareholders under applicable law, the Articles of
Incorporation or these Bylaws.  (b)The creation or filling of vacancies in
the Board of Directors.  (c)The adoption, amendment or repeal of
these Bylaws.  (d)The amendment or repeal of any resolution
of the Board of Directors that by its terms is amendable or repealable only by
the Board of Directors.  (e)Action on matters committed by these
Bylaws or resolution of the Board of Directors to another committee of the
Board of Directors.  Section 25.2
The Board of Directors may designate one or more directors as alternate members
of any committee who may replace any absent or disqualified member at any meeting
of the committee or for the purposes of any written action by the
committee.  In the absence or disqualification of a member and alternate
member or members of a committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he, she or they
constitute a quorum, may unanimously appoint another director to act at the
meeting in the place of the absent or disqualified member.  Section 25.3
Each committee of the Board of Directors shall serve at the pleasure of the
Board of Directors. The term Board of Directors, when used in any provision
of this Article 25 relating to the organization or procedures of, or the
manner oftaking
action by the Board of Directors, shall be construed to include and refer to any
executive or othercommittee of
the Board of Directors. Any provision of this Article 25 relating or
referring to action to be taken by the Board of Directors or the procedure
required therefor shall be satisfied by the taking of corresponding action by a
committee of the Board of Directors to theextent
authority to take the action has been delegated to the committee pursuant to
this Article 25.  Section 25.4
Except in such cases, approved by Board of Directors resolution from time to
time, as may be permitted by applicable law, the Articles of Incorporation and
the applicable rules of any exchange or market on which the Corporations
shares are traded or transactions in the Corporations  12


shares are reported, all
of the members of the following committees of the Board of Directors (or any
committees performing similar functions), if such committees exist,  shall
be independent within the meaning of that term as applied by the Corporation
to its directors from time to time consistent with applicable law:  ·Audit Committee ·Benefits & Compensation
Committee ·Corporate Governance Committee ·Nominating Committee  Article 26  SHARE CERTIFICATES  Section 26.1
The share certificates of the Corporation shall be numbered and registered in a
share register as they are issued; shall bear the name of the registered
holder, the number and class of shares represented thereby, the par value of
each share or a statement that such shares are without par value, as the case
may be; shall be signed by two officers:  the chief executive officer, the
President or a Vice President, and by the Secretary or the chief financial
officer or any other person properly authorized by the Board of Directors; and
shall bear the corporate seal, which seal may be a facsimile engraved or
printed. Where the certificate is signed by a transfer agent or a registrar,
the signature of any corporate officer on such certificate may be a facsimile
engraved or printed. In case any officer who has signed, or whose facsimile
signature has been placed upon, any share certificate shall have ceased to be
such officer because of death, resignation or otherwise before the certificate
is issued, it may be issued by the Corporation with the same effect as if the
officer had not ceased to be such at the date of its issue.  Section 26.2
Any or all classes or series of shares of stock, or any part thereof, of the
Corporation may be uncertificated shares to the extent determined by the Board
of Directors of the Corporation from time to time. However, in no event shall
shares represented by a certificate be deemed uncertificated until the
certificate is surrendered to the Corporation.  Article 27  TRANSFER OF SHARES  Section 27.1
Upon surrender to the Corporation of a share certificate duly endorsed by the
person named in the certificate or by attorney duly appointed in writing and
accompanied where necessary by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the person entitled
thereto and the old certificate cancelled and the transfer recorded upon the
transfer books for shares of the Corporation. No transfer shall be made if it
would be inconsistent with the provisions of Article 8 of the Pennsylvania
Uniform Commercial Code.  Article 28  LOST CERTIFICATES  Section 28.1
Except where shares are to be uncertificated, where a shareholder of the
Corporation alleges the loss, theft or destruction of one or more certificates
for shares of the Corporation and requests the issuance of a substitute
certificate therefor, the Board of Directors may direct a new certificate of
the same tenor and for the same number of shares to be issued to such person
upon such persons making of an affidavit in form satisfactory to the Board of
Directors setting forth the facts in connection therewith, provided that prior
to the receipt of such request the Corporation shall not have either registered
a transfer of such certificate or received notice that such certificate has been
acquired by a bona fide purchaser. When authorizing such issue of a new
certificate the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his or her heirs or legal representatives, as the
case may be, to advertise the same in such manner as it shall  13


require and/or give the
Corporation a bond in such form and with surety or sureties, with fixed or open
penalty, as shall be satisfactory to the Board of Directors, as indemnity for
any liability or expense which it may incur by reason of the original
certificate remaining outstanding.  Article 29  DIVIDENDS  Section 29.1
The Board of Directors may, from time to time, at any duly convened regular or
special meeting or by unanimous consent in writing, declare and pay dividends
upon the outstanding shares of capital stock of the Corporation in cash,
property or shares of the Corporation, as long as any dividend shall not be in
violation of law and the Articles of Incorporation.  Section 29.2
Before payment of any dividend, there may be set aside out of any funds of the
Corporation available for dividends such sum or sums as the Board of Directors
from time to time, in their absolute discretion, think proper as a reserve fund
to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other purposes as, the
Board of Directors shall believe to be for the best interests of the
Corporation, and the Board of Directors may reduce or abolish any such reserve
in the manner in which it was created.  Article 30  FINANCIAL REPORT TO SHAREHOLDERS  Section 30.1
The chief executive officer and the Board of Directors shall present prior to
each annual meeting of the shareholders a full and complete statement of the
business and affairs of the Corporation for the preceding year.  Article 31  INSTRUMENTS  Section 31.1
Any bonds, notes, mortgages, evidences of indebtedness, contracts or other
document, or any assignment or endorsement thereof, and other contracts
requiring a seal under the seal of the Corporation, executed or entered into
between the Corporationandanyother
person, when signed by the chief executive officer, the President, any
Executive Vice President, or one or more other officers or agents having actual
or apparent authority to sign it, shall be held to have been properly executed
for and in behalf of the Corporation.  Section 31.2
The affixation of the corporate seal shall not be necessary to the valid
execution, assignment or endorsement by the Corporation of any instrument orother document.  Article 32  FISCAL YEAR  Section 32.1
The fiscal year of the Corporation shall be the calendar year.  Article 33  SEAL  Section 33.1
The corporate seal shall have inscribed thereon the name of the Corporation,
the year of its organization and the words Corporate Seal, Pennsylvania. Such
seal may be used by causing it or a facsimile thereof to be impressed or
affixed in any manner reproduced.  14


Article 34  NOTICES AND WAIVERS THEREOF  Section 34.1
Whenever written notice is required to be given to any person under the
provisions of applicable law, by the Articles of Incorporation or of these
Bylaws, it shall be valid if given to the person either personally or by
sending a copy thereof (i) by first class or express mail, postage
prepaid, (ii)  electronically, including without limitation by e-mail,
telecopier, TWX or telegram (with evidence of receipt), or (iii) by
courier service, charges prepaid, to his or her current address or number
appearing on the books of the Corporation or, in the case of directors,
supplied by him or her to the Corporation for the purpose of notice. If the
notice if sent by mail, postage prepaid and properly addressed, it shall be
deemed to have been given to the person when deposited in the United States
mail, and in all other cases when actually delivered to the address or number
described above.  A notice of meeting shall specify the place, day and
hour of the meeting and any other information requiredby any other provision of applicable law
or these Bylaws.  Section 34.2
Whenever any written notice is required to be given under the provisions of
applicable law, the Articles of Incorporation or of these Bylaws, a waiver
thereof in writing, signed by the person or persons entitled to the notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of the notice. Except as otherwise required by these Bylaws, neither
the business to be transacted at, nor the purpose of, a meeting need be
specified in the waiver of notice of the meeting. In the case of a special
meeting of shareholders, the waiver of notice shall specify the general nature
of the business to be transacted.  Section 34.3
Attendance of a person at any meeting shall constitute a waiver of notice of
the meeting except where a person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction ofany business because the meeting was not
lawfully called or convened.  Section 34.4
Whenever any notice or communication is required to be given to any person
under the provisions of applicable law, the Articles of Incorporation, these
Bylaws, the terms of any agreement and any other instrument oras a condition precedent to taking any
corporate action, and communication withthat
person is then unlawful, the giving of the notice or communication to that
person shall not be required and there shall be no duty to apply for a license
or other permission to do so. Any action or meeting that is taken or held
without notice or communication tothat
person shall have the same validity as if the notice or communication hadbeen duly given. If the action taken is
such as to require the filing of any document with respect thereto under any
provision of law or any agreementor
other instrument, it shall be sufficient, if such is the fact and if notice or
communication in required, to state therein that notice or communication wasgiven to all persons entitled to receive
notice or communication except persons with whom communication was unlawful.  Section 34.5
Section 34.4 shall also be applicable to any shareholder with whom the
Corporation has been unable to communicate for more than twenty-four (24)
consecutive months because communications to the shareholder are returned
unclaimed or the shareholder has otherwise failed to provide the Corporation
with a current address. Whenever the shareholder provides the Corporation with
a current address, Section 34.4 shall cease to be applicable to the
shareholder under this Section 34.5.  Article 35  EMERGENCIES  Section 35.1
The Boardof Directors may adopt
emergency Bylaws, subject to repeal or change by action of the shareholders,
which shall, notwithstanding any different provisions of law, of the Articles
of Incorporation or of these Bylaws, be effective during any emergency
resulting from an attack on the United States, a nuclear disaster or another
catastrophe as a result of which a quorum of the Board of Directors cannot
readily be assembled.  The emergency Bylaws may make any provision that
may be appropriate for  15


the circumstances of the
emergency including, procedures for calling meetings of the Board of Directors,
quorum requirements for meetings and procedures for designating additional or
substitute directors.  Section 35.2
The Board of Directors, either before or during any emergency, may provide, and
from time to time modify, lines of succession in the event that during the
emergency any or all officers or agents of the Corporation shall for any reason
be rendered incapable of discharging their duties and may, effective in the
emergency, change the head offices or designate several alternative head
offices or regional offices of the Corporation or authorize the officers to do
so.  Section 35.3
A representative of the Corporation acting in accordance with any emergency
Bylaws shall not be liable except for willful misconduct and shall not be
liable for any action taken by him or her in good faith in an emergency in
furtherance of the ordinary business affairs of the Corporation even though not
authorized by the emergency or other Bylaws then in effect.  Section 35.4
To the extent not inconsistent with any emergency Bylaws so adopted, the Bylaws
of the Corporationshall remain in
effect during any emergency and, upon its termination, the emergency Bylaws shall
cease to be effective.  Section 35.5
Unless otherwise provided in emergency Bylaws, notice of any meeting of the
Board of Directors during an emergency shall be given only to those directors
to whom it is feasible to reach at the time and by such means as are feasible
at the time, including publication, radio or television. To the extent required
to constitute a quorum at any meeting of the Board of Directors during any
emergency, the officers of the Corporation who are present shall, unless
otherwise provided in emergency Bylaws, be deemed, in order of rank and within
the same rank in order of seniority, directors for the meeting.  Article 36  AMENDMENTS  Section 36.1
These Bylaws may be altered, amended or repealed by the affirmative vote of the
holders of two-thirds of the outstanding shares of Common Stock at any regular
or special meeting duly convened after notice to the shareholders of that
purpose, or by a majority vote of the members of the Board of Directors at any
regular or special meeting thereof duly convened after notice to the directors
of that purpose, subject always to the power of the shareholders to change such
action of the Board of Directors by the affirmative vote of the holders of
two-thirds of the outstanding shares of Common Stock.  Article 37  OPT OUT AND NONAPPLICABLILITY OF SUBCHAPTER G AND SUBCHAPTER H OF
CHAPTER 25 OF THE BUSINESS CORPORATION LAW OF 1988, AS ADDED AND AMENDED BY ACT
36 OF 1990.  Section 37.1.
Opt Out and Nonapplicability of Subchapters G and H. This Corporation
specifically opts out and shall not be governed by Subchapter G, Control-share
Acquisitions, and Subchapter H, Disgorgement by Certain Controlling
Shareholders Following Attempts to Acquire Control, of Chapter 25 of the
Business Corporation Law of 1988, as added and amended by Act 36 of 1990. 
Subchapter G, Control-share Acquisitions, and Subchapter H, Disgorgement by
Certain Controlling ShareholdersFollowing
Attempts to Acquire Control, of Chapter 25 of the Business Corporation Law of
1988, as added and amended by Act 36 of 1990, shall not be applicable to the
Corporation.  (This Section was adopted on 07/18/90)  16


Article 38  NEW BUSINESS PROPOSALS  Section 38.1
Proposals for any new business to be taken up at any annual or special meeting
of shareholders may be made by the Board of Directors of the Corporation or by
any shareholder of the Corporation entitled to vote generally in the election
of directors. In order for a shareholder of the Corporation to make any such
proposal, he or she shall give notice thereof in writing to the Secretary of
the Corporation (i) in the case of a proposal to be considered at an
annual meeting of shareholders, not less than ninety (90) days prior to the
date of any such meeting, and (ii) in the case of a proposal eligible for
consideration at a special meeting of shareholders, not later than one (1) week
after notice of such special meeting shall have been given to shareholders.  Section 38.2
Each such notice given by a shareholder to the Secretary with respect to
business proposals to be brought before a meeting shall set forth in writing as
to each matter: (i) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting; (ii) the name and address, as they appear on the Corporations
books, of the shareholder proposing such business; (iii) the class and
number of shares of the Corporation which are beneficially owned by the
shareholder; and (iv) any material interest of the shareholder in such
business. Notwithstanding anything in these Bylaws to the contrary, no new
business shall be conducted at the meeting except in accordance with the
procedures set forth in this Article 38.  Section 38.3
The Chairperson of the annual or special meeting of shareholders may, if the
facts warrant, determine and declare to such meeting that a proposal was not
made in accordance with the foregoing procedure, and, if he or she should so
determine, he or she shall so declare to the meeting and the defective proposal
shall be disregarded and laid over for action at the next succeeding special or
annual meeting of the shareholders taking place thirty days or more thereafter.
This provision shall not require the holding of any adjourned or special
meeting of shareholders for the purpose of considering such defective proposal.  Section 38.4
Each shareholder request to include matters in the Corporations proxy material
for a meeting shall be handled in accordance with applicable law. Shareholder
requests to include matters in the proxy material for an annual meeting must be
received at the Corporations principal executive offices not less than 120
calendar days before the date of the Corporations proxy statement released to shareholders
in connection with the previous years annual meeting. If the Corporation did
not hold an annual meeting the previous year, or if the date of the annual
meeting at which the proposal is to be presented has been changed by more than
30 days from the date of the previous years meeting, or if the proposal is
being submitted for a meeting of shareholders other than a regularly scheduled
annual meeting, then the deadline for a shareholder to request inclusion of a
proposal in the proxy material for that meeting shall be a reasonable time
before the Corporation begins to print and send its proxy materials.  17